Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender: (a) As soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year; (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1
Appears in 3 contracts
Samples: Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the LenderLenders:
(a) As soon as available and in any event within sixty forty-five days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;the
(c) Not later than sixty forty-five days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1D hereto (the "Compliance Certificate");
(d) Not later than thirty days after the end of each fiscal year of the Borrower, the Borrower's representative forecast for the next fiscal year on a consolidated basis, including, at a minimum, projected statements of profit and loss and projected cash flow, prepared in accordance with generally accepted accounting principles consistently applied;
(e) Promptly upon receipt thereof, one copy of each other report submitted to the Borrower or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary;
(f) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court, arbitration tribunal or governmental regulatory authority, commission, bureau, agency or public regulatory body that, if determined adversely to the Borrower or any Subsidiary of the Borrower, would be reasonably likely to have a material adverse effect on the consolidated financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole;
(g) As soon as possible, and in any event within five days after the Borrower shall know of the occurrence of any Default or Event of Default, the written statement of the chief financial officer of the Borrower setting forth details of such Default or Event of Default and action that the Borrower proposes to take with respect thereto;
(h) As soon as possible, and in any event within five days after the occurrence thereof, written notice as to any other event of which the Borrower becomes aware that with the passage of time, the giving of notice or otherwise, is reasonably likely to result in a material adverse change in the consolidated financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole; and
Appears in 3 contracts
Samples: Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc)
Reporting Requirements. The Borrower shall, unless Furnish to each Lender in the Lender shall otherwise consent manner prescribed in writing, furnish to the Lender:last paragraph of this subsection (h):
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants said officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(civ) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the form application thereof has occurred since the date of Exhibit 6.1the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;
(vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;
(viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request;
(ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c);
(x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and
(xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 3 contracts
Samples: Credit Agreement (Interstate Power & Light Co), Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:Administrative Agent to make available (and the Administrative Agent agrees to make available and so deliver copies thereof) to each Lender (it being understood that each such deliverable shall be subject to the confidentiality provisions of Section 8.13 hereof):
(ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Borrower, the Consolidated unaudited balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating the Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoGAAP;
(bii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower, containing the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto opinion(s) of one or more firms of independent certified public accountants of nationally recognized standing;
(iii) as soon as possible and in any event within five Business Days after the occurrence of each Default continuing on the date of such statement, a statement of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherChief Financial Officer, in making their audit, they have become aware of any Default Treasurer or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet Controller of the Borrower and its Subsidiaries as of the end setting forth details of such fiscal year Default and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of action that the Borrower has taken and its Subsidiaries for such fiscal yearproposes to take with respect thereto;
(civ) Not later promptly after the sending or filing thereof, copies of all quarterly and annual reports and proxy solicitations that the Borrower sends to any of its securityholders, and copies of all reports on Form 8-K that the Borrower files with the SEC (other than sixty days following reports on Form 8-K filed solely for the end purpose of each fiscal quarter incorporating exhibits into a certificate signed by registration statement previously filed with the chief financial officer SEC);
(v) prompt notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Restricted Subsidiaries of the Borrower type described in Section 4.01(f);
(vi) reasonably promptly after the request by any Lender, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Act, as reasonably requested by such Lender in writing;
(vii) together with the financial statements required under Section 5.01(i)(i) and (ii) during the period when the financial covenant set forth in Section 5.02(d) is in effect, a compliance certificate in substantially in the form of Exhibit 6.1E signed by the Chief Financial Officer, Treasurer or Controller of the Borrower showing the calculations necessary to determine compliance with the financial covenant set forth in Section 5.02(d); and
(viii) such other information respecting the Borrower or any of the Restricted Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request. Reports required to be delivered pursuant to clauses (i), (ii) and (iv) above for the Borrower shall be deemed to have been delivered on the date on which the Borrower posts such reports on any of xxx.xxx.xxx or xxx.xxxxxxx.xxx or on Intralinks (or another similar website for purposes of posting information to the Lenders to which the Administrative Agent and the Lenders have access) and such posting shall be deemed to satisfy the reporting requirements of clauses (i), (ii) and (iv) above.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Verizon Communications Inc), Bridge Credit Agreement, Bridge Credit Agreement (Verizon Communications Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Altria, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower Altria and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower Altria and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of Altria;
(ii) as soon as available and in any event within 100 days after the Borrower end of each fiscal year of Altria, a copy of the consolidated financial statements for such year for Altria and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors that, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms);
(iii) all reports that Altria sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the Securities and Exchange Commission) that Altria files with the Securities and Exchange Commission;
(iv) as soon as possible and in accordance with generally accepted accounting principles consistently applied (subject to addition any event within five days after the occurrence of notes each Event of Default and ordinary year-end audit adjustments)each Default, together with continuing on the date of such statement, a certificate statement of the chief financial officer or treasurer of the Borrower stating that no Default or Altria setting forth details of such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Altria has taken and proposes to take with respect thereto;
(bv) As soon as available and in any event within ninety 60 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter of Altria, a certificate signed by statement of the chief financial officer or treasurer of Altria certifying compliance with the Borrower substantially requirements of Section 5.01(b) and setting forth the relevant calculations;
(vi) such other historical information respecting the condition or operations, financial or otherwise (including, but not limited to, information relating to “know your customer” requirements), of Altria or any Major Subsidiary as any Lender through JPMCB, as Administrative Agent, may from time to time reasonably request; and
(vii) any change in the form information provided in the Beneficial Ownership Certification delivered to such Lenders that would result in a change to the list of Exhibit 6.1beneficial owners identified in such certification. In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above, Altria may make such items available on the internet at xxx.xxxxxx.xxx (which website includes an option to subscribe to a free service alerting subscribers by e-mail of new Securities and Exchange Commission filings) or any successor or replacement website thereof, or by similar electronic means.
Appears in 3 contracts
Samples: Credit Agreement (Altria Group, Inc.), 5 Year Revolving Credit Agreement (Altria Group, Inc.), Credit Agreement (Altria Group, Inc.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 65 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(bii) As as soon as available and in any event within ninety 115 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto of the Borrower's by Deloitte & Touche LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with acceptable to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearRequired Lenders;
(ciii) Not later than sixty days following together with the end of each fiscal quarter financial statements required under clauses (i) or (ii) above, a compliance certificate signed by the chief financial officer of the Borrower in substantially in the form of Exhibit 6.1F signed by a Financial Officer of the Borrower showing the then current information and calculations necessary to determine the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee Rate and compliance with this Agreement and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof;
(iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(v) as soon as possible and in any event within five days after any change in the Borrower's Xxxxx'x Rating or S&P Rating, notice thereof;
(vi) reasonably promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange;
(vii) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and
(viii) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.
Appears in 3 contracts
Samples: Credit Agreement (Michigan Consolidated Gas Co /Mi/), Credit Agreement (Michigan Consolidated Gas Co /Mi/), Credit Agreement (Detroit Edison Co)
Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writing, furnish or cause to be furnished to the LenderLessor and the Trustee:
(ai) As soon within 120 days after the end of each of its fiscal years, copies of the Annual Report on Form 10-K filed by the Lessee with the SEC or, if the Lessee is not a reporting company, information equivalent to that which would be required to be included in such an Annual Report if it were a reporting company, including without limitation, consolidated financial statements consisting of a balance sheet of the Lessee and its consolidated subsidiaries as available at the end of such fiscal year and statements of income, stockholders’ equity and cash flows of the Lessee and its consolidated subsidiaries for such fiscal year, setting forth in any event comparative form the corresponding figures for the preceding fiscal year (if applicable), certified by and containing an opinion, unqualified as to scope, of a firm of independent certified public accountants of nationally recognized standing selected by the Lessee and acceptable to the Lessor and the Trustee;
(ii) within sixty 60 days after the end of each of the first three quarters of each of its fiscal year years, copies of the Borrower Quarterly Report on Form 10-Q filed by the Lessee with the SEC or, if the Lessee is not a reporting company, information equivalent to that which would be required to be included in such a Quarterly Report if it were a reporting company, including without limitation, (x) financial statements consisting of consolidated balance sheets of the Lessee and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, stockholders’ equity and cash flows and stockholders' equity of the Borrower Lessee and its Subsidiaries consolidated subsidiaries for each such quarter, setting forth in comparative form the corresponding figures for the period commencing at the end corresponding periods of the previous preceding fiscal year and ending with the end of such quarter(if applicable), all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the chief a senior financial officer of the Borrower Lessee as having been prepared in accordance with generally accepted accounting principles consistently applied GAAP;
(subject to addition of notes and ordinary year-end audit adjustments), together iii) simultaneously with a certificate the delivery of the chief financial officer Annual Report on Form 10-K (or equivalent information) referred to in (i) above and the Quarterly Report on Form 10-Q (or equivalent information) referred to in (ii) above, an Officer’s Certificate of the Borrower Lessee stating that no Default whether, to the knowledge of such officer, there exists on the date of the certificate any condition or event which then constitutes, or which after notice or lapse of time or both would constitute, a Potential Operating Lease Event of Default has occurred and is continuing oror Operating Lease Event of Default, and, if a Default any such condition or an Event of Default has occurred and is continuingevent exists, a statement as to specifying the nature and period of existence thereof and the action that of the Borrower Lessee is taking and proposes to take with respect thereto.
(iv) promptly after becoming aware thereof, (a) notice of the occurrence of any Potential Operating Lease Event of Default or Operating Lease Event of Default, together with a written statement of an Authorized Officer describing such event and the action that the Lessee proposes to take with respect thereto, and (b) notice of any Amortization Event;
(bv) As soon as available and in any event within ninety days promptly after the end of each fiscal year of the Borrowerobtaining actual knowledge thereof, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware notice of any Default or Manufacturer Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet or termination or replacement of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yeara Manufacturer Program;
(cvi) Not later promptly after any executive officer of the Lessee becomes aware of the occurrence of any Reportable Event (other than sixty days following the end of each fiscal quarter a reduction in active Plan participants) with respect to any Plan, a certificate signed by the chief financial officer Executive Vice President and Chief Financial Officer, the Treasurer or the Controller of the Borrower Lessee setting forth the details as to such Reportable Event and the action which the Lessee is taking and proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation.
(vii) from time to time while this Agreement is in effect, upon the reasonable request of the Lessor or the Trustee, officials of the Lessee will confer with officials of the Lessor or the Trustee, as applicable, and advise them as to matters bearing on the Vehicles or the operations or financial condition of the Lessee. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Lessee’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Lessee may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that the Lessee shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the form first anniversary of Exhibit 6.1the date on which the same was otherwise required pursuant to the preceding provisions of this section.
Appears in 3 contracts
Samples: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc), Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Corp), Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:
(ai) As as soon as available and in any event within sixty 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Parent, the unaudited consolidated and consolidating balance sheet of the Borrower Parent and its the Subsidiaries as and the related unaudited consolidated statements of income and cash flows of the end of such quarter Parent and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the 3-month period then ended for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoParent;
(bii) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the BorrowerParent, a copy of the annual report for such year for the Parent and its Subsidiaries, containing the audited consolidated balance sheet of the Borrower Parent and its the Subsidiaries as of the end of such each fiscal year end, and the related audited consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower Parent and its the Subsidiaries for such the fiscal yearyear then ended, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Lender with no qualifications as to the scope of the audit;
(iii) as soon as possible and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware any event within five days after the occurrence of any Default or each Event of Default known to a Borrower Party and if soeach event which, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time, or both, would constitute an Event of Default, continuing on the Borrower and its Subsidiaries as of the end date of such fiscal year and the unaudited consolidating statements statement, a statement of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or chief executive officer of the Borrower substantially in Party setting forth details of such Event of Default or event and the form action which the Borrower Party has taken and proposes to take with respect thereto;
(iv) promptly after the sending or filing thereof, copies of Exhibit 6.1all reports which any of the Borrower Parties sends to any of its security holders, and copies of all reports and registration statements which the Parent files with the SEC or any national securities exchange;
(v) promptly after the filing or receiving thereof, copies of all reports and notices which any of the Borrower Parties files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which any of the Borrower Parties receives from such entity;
(vi) promptly after the commencement thereof, notice of all actions, suits and proceedings before any Government Authority, or arbitrations affecting the Borrower Parties which, if determined adversely to the Borrower Parties and their Subsidiaries could reasonably be expected to have a Material Adverse Effect on the Borrower Parties or their Subsidiaries; and
(vii) such other information respecting the condition or operations, financial or otherwise, of any of the Borrower Parties as the Lender may from time to time reasonably request.
Appears in 3 contracts
Samples: Security, Pledge and Guaranty Agreement (Little Switzerland Inc/De), Security, Pledge and Guaranty Agreement (Little Switzerland Inc/De), Security, Pledge and Guaranty Agreement (Little Switzerland Inc/De)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:
(ai) As as soon as available and in any event within sixty 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Parent, the unaudited consolidated and consolidating balance sheet of the Borrower Parent and its Subsidiaries as and the related unaudited consolidated statements of income and cash flows of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower Parent and its Subsidiaries for the 3-month period then ended for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoParent;
(bii) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the BorrowerParent, a copy of the annual report for such year for the Parent and its Subsidiaries, containing the audited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of such each fiscal year end, and the related audited consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower Parent and its Subsidiaries for such the fiscal yearyear then ended, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Lender with no qualifications as to the scope of the audit;
(iii) as soon as possible and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware any event within five days after the occurrence of any Default or each Event of Default known to a Borrower Party and if soeach event which, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time, or both, would constitute an Event of Default, continuing on the Borrower and its Subsidiaries as of the end date of such fiscal year and the unaudited consolidating statements statement, a statement of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or chief executive officer of such Borrower Party setting forth details of such Event of Default or event and the action which such Borrower Party has taken and proposes to take with respect thereto;
(iv) promptly after the sending or filing thereof, copies of all reports which any of the Borrower substantially in Parties sends to any of its security holders, and copies of all reports and registration statements which the form Parent files with the SEC or any national securities exchange;
(v) promptly after the filing or receiving thereof, copies of Exhibit 6.1all reports and notices which any of the Borrower Parties files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which any of the Borrower Parties receives from such entity;
(vi) promptly after the commencement thereof, notice of all actions, suits and proceedings before any Government Authority, or arbitrations affecting the Borrower Parties which, if determined adversely to the Borrower Parties and their Subsidiaries could reasonably be expected to have a Material Adverse Effect on the Borrower Parties or their Subsidiaries; and
(vii) such other information respecting the condition or operations, financial or otherwise, of any of the Borrower Parties as the Lender may from time to time reasonably request.
Appears in 3 contracts
Samples: Loan Agreement (Little Switzerland Inc/De), Loan Agreement (Little Switzerland Inc/De), Loan Agreement (Little Switzerland Inc/De)
Reporting Requirements. The Borrower shallSo long as any Bank shall have any Commitment hereunder or the Applicant shall have any obligation to pay any amount to the Administrative Agent or any Bank hereunder, the Applicant will, unless the Lender Required Banks shall otherwise consent in writing, furnish provide to the LenderAdministrative Agent:
(a) As as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Applicant, a consolidated and consolidating balance sheet of the Borrower Applicant and its consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower Applicant and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Borrower Applicant as having been prepared fairly presenting in all material respects the financial condition of the Applicant and its consolidated Subsidiaries as at such date and the results of operations of the Applicant and its consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with generally accepted accounting principles Agreement Accounting Principles consistently applied (subject to addition for purposes hereof delivery of notes the Applicant’s appropriately completed Form 10‑Q will be sufficient in lieu of delivery of such consolidated balance sheet and ordinary year-end audit adjustmentsconsolidated statements of income, retained earnings and cash flows), together with a certificate Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Borrower Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action which the Applicant has taken and proposes to take with respect thereto;
(b) as soon as available and in any event within one hundred five (105) days after the end of each fiscal year of the Applicant, a copy of the annual report for such year for the Applicant and its consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the Applicant’s appropriately completed Form 10‑K will be sufficient in lieu of delivery of such financial statements), together with a Compliance Certificate, in the form of Exhibit B, of the chief financial officer or the treasurer of the Applicant (A) demonstrating and certifying compliance by the Applicant with the covenants set forth in Section 5.4 and (B) stating that no Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower Applicant has taken and proposes to take with respect thereto;
(bc) As as soon as available possible and in any event within ninety five (5) days after the end occurrence of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if soeach Potential Default known to the Applicant, describing its nature, along with the related unaudited consolidating balance sheet a statement of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially Applicant setting forth details of such Event of Default or Potential Default and the action which the Applicant has taken and proposes to take with respect thereto;
(d) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any of its ERISA Affiliates from the PBGC copies of each notice received by the Applicant or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Applicant or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(e) as soon as possible and in any event within five (5) days after receipt thereof by the Applicant or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received by the Applicant or such ERISA Affiliate concerning the imposition of withdrawal liability in the form amount of Exhibit 6.1at least $1,000,000 pursuant to Section 4202 of ERISA in respect of which the Applicant or such ERISA Affiliate is reasonably expected to be liable;
(f) as soon as possible and in any event within five (5) days after the Applicant becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(e) or (B) for which the Administrative Agent or the Banks will be entitled to indemnity under Section 8.3;
(g) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Applicant sends to any of its security holders, and copies of all reports and registration statements which the Applicant or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;
(h) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Applicant or any Subsidiary thereof as any Bank through the Administrative Agent may from time to time reasonably request;
(i) from time to time and promptly upon each request, information with respect to the Applicant as a Bank may request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001);
(j) as soon as possible and in any event within fifteen (15) days after the occurrence of each ERISA Event or the failure to satisfy the “minimum funding standard” (as defined in Section 412(a) of the Code), a statement of the chief financial officer of the Applicant setting forth details of such ERISA Event or such failure and the action which the Applicant has taken and proposes to take with respect thereto;
(k) promptly and in any event within two Business Days after receipt thereof, copies of each material written notice received by the Applicant from the Trustee, the Paying Agent, the Remarketing Agent or the Tender Agent pursuant to any of the Related Documents;
(l) promptly and in any event within two Business Days after the Trustee, the Remarketing Agent, the Tender Agent or the Paying Agent resigns under the Indenture, notice of such resignation; and
(m) promptly and in any event within two Business Days after knowledge thereof, notice of any change in the ratings of the Bonds received from S&P or Xxxxx’x. Information required to be delivered pursuant to this Section 5.3 shall be deemed to have been delivered if such information shall have been posted by the Applicant on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx and the Applicant shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Bank, the Applicant shall deliver a paper copy of such information to the Administrative Agent or such Bank. Information required to be delivered pursuant to this Section 5.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent
Appears in 3 contracts
Samples: Reimbursement Agreement (South Jersey Industries Inc), Reimbursement Agreement (South Jersey Industries Inc), Reimbursement Agreement (South Jersey Industries Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender:
(a) As soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.17.1
Appears in 3 contracts
Samples: Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc), Loan Agreement (MKS Instruments Inc)
Reporting Requirements. The Borrower shall, unless Furnish to each of the Lender shall otherwise consent in writing, furnish to the LenderBanks:
(ai) As as soon as possible and in any event within five days after the occurrence of each Event of Default or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, continuing on the date of such statement, a statement of an authorized financial officer of such Borrower setting forth the details of such Event of Default or event and the actions, if any, which such Borrower has taken and proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty not later than 60 days after the end of each of the first three quarters of each fiscal year of such Borrower, the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Consolidated balance sheet sheets of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating the Consolidated statements of operations, income and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;and
(biii) As as soon as available and in any event within ninety not later than 105 days after the end of each fiscal year of the such Borrower, the audited consolidated balance sheet a copy of the annual audit report for such year for such Borrower and its Subsidiaries, including therein Consolidated balance sheets of such Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied prepared in accordance with generally accepted accounting principles and certified by Ernst & Young, LLP or other independent certified public accountants of recognized standing acceptable to the unqualified opinion Majority Banks, together with respect thereto a certificate of such accounting firm to the Banks (a) stating that, in the course of the Borrower's independent public accountants regular audit of the business of such Borrower and a certification its Subsidiaries, which audit was conducted by such accountants stating accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or an Event of Default or an event which, with notice or lapse of time or both, would constitute an Event of Default, has occurred and if sois continuing, describing its natureor if, along with in the related unaudited consolidating opinion of such accounting firm, an Event of Default or such an event has occurred and is continuing, a statement as to the nature thereof, and (b) showing in detail the calculations supporting such statement in respect of Section 5.02(b); provided, however, that in the case of NWP the primary audited financial statements required by this Section 5.01(b)(iii) may be presented on a historical cost basis, but such audited financial statements shall include, as additional information, on a push-down basis reflecting the purchase price of NWP paid by TWC, a Consolidated balance sheet sheet, a Consolidated statement of the Borrower income and a Consolidated cash flow statement of NWP and its Subsidiaries as of the end of such fiscal year and for the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such relevant fiscal year, all prepared in accordance with generally accepted accounting principles but excluding footnotes for the push-down financial statements;
(civ) Not later than sixty days following such other information respecting the end business or properties, or the condition or operations, financial or otherwise, of each fiscal quarter a certificate signed by such Borrower or any of its material Subsidiaries as any Bank through the chief financial officer Agent may from time to time reasonably request;
(v) promptly after the sending or filing thereof, copies of all proxy material, reports and other information which such Borrower sends to any of its security holders, and copies of all final reports and final registration statements which such Borrower or any material Subsidiary of such Borrower files with the Borrower substantially in the form of Exhibit 6.1Securities and Exchange Commission or any national securities exchange;
Appears in 3 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Communications Group Inc), Credit Agreement (Williams Communications Group Inc)
Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the LenderAdministrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following:
(ai) As promptly after the occurrence of any Event of Default, the statement of an authorized officer of such Borrower setting forth details of such Event of Default and the action that such Borrower has taken or proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 50 days after the end close of each of the first three quarters of in each fiscal year of the such Borrower and its Subsidiaries,
(i) a other than ATSI or FES, unless then currently available for either such Borrower), consolidated and consolidating balance sheet sheets of the such Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of such Borrower and its Subsidiaries as at such date and the results of operations of such Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the such Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied applied;
(subject iii) as soon as available and in any event within 105 days after the end of each fiscal year of such Borrower (other than ATSI or FES, unless then currently available for either such Borrower), a copy of the annual report for such year for such Borrower and its Subsidiaries, containing consolidated and consolidating financial statements of such Borrower and its Subsidiaries for such year certified in a manner acceptable to addition of notes the Lenders and ordinary year-end audit adjustments)the Fronting Banks by PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Lenders and the Fronting Banks, together with statements of projected financial performance prepared by management for the next fiscal year, in form satisfactory to the Administrative Agent;
(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of the chief financial officer officer, treasurer, assistant treasurer or controller of such Borrower (A) stating whether he has any knowledge of the Borrower stating that no Default or Event occurrence at any time prior to the date of Default has occurred and is continuing or, if a Default or such certificate of an Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Event of Default, except Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratios contemplated by Section 5.02 hereof, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the financial covenants contained in Section 5.02 hereof;
(v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K that such Borrower or any of its Subsidiaries files with the SEC;
(vi) as soon as possible and in any event (A) within 30 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and is continuing(B) within 10 days after such Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a statement as to of the nature thereof chief financial officer of such Borrower describing such Termination Event and the action action, if any, that such Borrower or such member of the Borrower Controlled Group, as the case may be, proposes to take with respect thereto;
(bvii) As soon as available promptly and in any event within ninety two Business Days after receipt thereof by such Borrower or any member of the Controlled Group from the PBGC, copies of each notice received by such Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;
(viii) promptly and in any event within 30 days after the end filing thereof with the Internal Revenue Service, copies of each fiscal year of Schedule B (Actuarial Information) to the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion annual report (Form 5500 Series) with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearto each Plan;
(cix) Not later than sixty days following promptly and in any event within five Business Days after receipt thereof by such Borrower or any member of the end Controlled Group from a Multiemployer Plan sponsor, a copy of each fiscal quarter a certificate signed notice received by the chief financial officer such Borrower or any member of the Controlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
(x) promptly and in any event within five Business Days after Xxxxx’x or S&P has changed any relevant Reference Rating, notice of such change; and
(xi) such other information respecting the condition or operations, financial or otherwise, of such Borrower substantially in or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the form of Exhibit 6.1SEC or any national securities exchange, as the Administrative Agent or any Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Firstenergy Corp), Credit Agreement (Jersey Central Power & Light Co)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 5 days after the end of each of due date for the Borrower to have filed its Quarterly Report on Form 10-Q with the Commission for the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a year, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter and, in the case of such statement of earnings, for such fiscal quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoBorrower;
(bii) As as soon as available and in any event within ninety 15 days after the end of due date for the Borrower to have filed its Annual Report on Form 10-K with the Commission for each fiscal year year, a copy of the Borrower, the audited consolidated balance sheet of financial statements for such year for the Borrower and its Subsidiaries Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the end date of such fiscal year this Agreement, are one of the “big four” accounting firms);
(iii) all reports which the Borrower sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the audited consolidated statements of operations, cash flows Commission) which the Borrower files with the Commission;
(iv) as soon as possible and stockholders' equity in any event within five days after any officer of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto obtains knowledge of the Borrower's independent public accountants and occurrence of each Default or Event of Default continuing on the date of such statement, a certification by statement of the chief financial officer or treasurer of the Borrower setting forth details of such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if sothe action which the Borrower has taken and proposes to take with respect thereto; and
(v) promptly after such request, describing its nature(A) such other information respecting the condition or operations, along with the related unaudited consolidating balance sheet financial or otherwise, of the Borrower or any Major Subsidiary as any Lender through the Administrative Agent may from time to time reasonably request and its Subsidiaries as of (B) all documentation and other information that any Lender may from time to time reasonably request in order to comply with ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the end of such fiscal year Patriot Act and the unaudited consolidating statements Beneficial Ownership Regulation. In lieu of operationsfurnishing the Lenders the items referred to in clauses (i), cash flows' (ii) and stockholders' equity of (iii) above, the Borrower and its Subsidiaries for may make such fiscal year;
(c) Not later than sixty days following items publicly available on the end of each fiscal quarter a certificate signed Internet at xxx.xxxxxxxxxxxxxxxxxxxxx.xxx, xxx.xxx.xxx or another website identified by the chief financial officer Borrower to the Administrative Agent (which website includes an option to subscribe to a free service alerting subscribers by email of the Borrower substantially in the form of Exhibit 6.1new Commission filings) or any successor or replacement website thereof, or by similar electronic means.
Appears in 2 contracts
Samples: Term Credit Agreement (Mondelez International, Inc.), Term Credit Agreement (Mondelez International, Inc.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish to the Administrative Agent, with sufficient copies for each Lender, the following:
(ai) As promptly and in any event within five Business Days after the occurrence of each Default or Unmatured Default, the statement of an authorized officer of the Borrower setting forth details of such Default or Unmatured Default (as the case may be) and the action that the Borrower has taken or proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower Borrower, copies of all reports on Form 10-Q filed with the Securities and its Subsidiaries,
(i) Exchange Commission and, to the extent not provided in such reports, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements of operations, cash flows income and stockholders' equity changes in financial position of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief principal financial officer officer, the controller, the treasurer or any assistant treasurer of the Borrower as having been prepared in accordance on a basis consistent with generally accepted accounting principles consistently applied the most recent annual financial statements delivered pursuant to paragraph (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement iii) below except as to the nature thereof and the action that the Borrower proposes to take with respect theretodisclosed therein;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of Borrower’s Form 10-K as filed with the Securities and Exchange Commission including the annual report for such year for the Borrower and its Subsidiaries as Subsidiaries, and containing the financial statements for such year certified by Deloitte & Touche or other independent public accountants of nationally recognized standing;
(iv) concurrently with the delivery of the end financial statements specified in paragraphs (ii) and (iii) above, a certificate of such fiscal year and the audited consolidated statements of operationsprincipal financial officer, cash flows and stockholders' equity the controller, the treasurer or an assistant treasurer of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto (a) stating whether he has any knowledge of the Borrower's independent public accountants and a certification by occurrence at any time prior to the date of such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware certificate of any Default or Event Unmatured Default not theretofore reported pursuant to the provisions of Default paragraph (i) of this Section except any such events that have been remedied, and if so, describing its naturestating the facts with respect thereto, along with and (b) setting forth in a true and correct manner the related unaudited consolidating balance sheet calculation of the Borrower ratio and its Subsidiaries amounts contemplated by Section 6.8 of this Agreement, as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity date of the Borrower and its Subsidiaries for most recent financial statements accompanying such fiscal yearcertificate, to show the Borrower’s compliance with or the status of the financial covenant contained in such Section;
(cv) Not later promptly after the sending or filing thereof, copies of all reports on Form 8-K that the Borrower or any Subsidiary files with the Securities and Exchange Commission;
(vi) as soon as possible and in any event (a) within 30 days after the Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan other than sixty a Multi-employer Plan has occurred and (b) within 10 days following after the end Borrower or any member of each fiscal quarter the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a certificate signed by statement of the chief principal financial officer of the Borrower substantially describing such Termination Event and the action, if any, that the Borrower or such member of the Controlled Group proposes to take with respect thereto;
(vii) promptly and in any event no later than ten days after receipt thereof by the form Borrower or any member of Exhibit 6.1the Controlled Group from the PBGC, copies of each notice received by the Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;
(viii) promptly and in any event no later than ten days after receipt thereof by the Borrower or any member of the Controlled Group from a Multi-employer Plan sponsor, a copy of each notice received by the Borrower or any member of the Controlled Group concerning the imposition or amount of complete or partial withdrawal liability pursuant to Section 4101 of ERISA;
(ix) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange, as the Administrative Agent or any Lender may from time to time reasonably request; and
(x) promptly and in any event within ten days after either Xxxxx’x or S&P has changed its rating of any of the Index Debt, notice of such change. The Administrative Agent shall promptly furnish to each Lender a copy of each statement, report, notice or other document that the Administrative Agent receives from the Borrower pursuant to this Section 6.7.
Appears in 2 contracts
Samples: Credit Agreement (Duquesne Light Holdings Inc), Credit Agreement (Duquesne Light Holdings Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 50 days after the end of each of the first three quarters of Quarters in each fiscal year of year, the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter Quarter and their consolidated income and cash flow statements for such Quarter and for the fiscal year to date, certified by an Authorized Officer;
(ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety 95 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report on Form 10-K for such year for the Borrower and its Subsidiaries Subsidiaries, containing financial statements for such year certified in a manner acceptable to the Requisite Lenders by KPMG Peat Marwick or other independent public accountants acceptable to the Requisite Lenders;
(iii) as soon as possible and in any event within 10 Business Days after becoming aware of any (A) Change of Control or (B) Event of Default or Potential Default continuing on the date of such statement, a statement of an Authorized Officer or the office of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity General Counsel of the Borrower and its Subsidiaries for setting forth details of such fiscal year, in each case accompanied by the unqualified opinion with respect thereto Change of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default Control or Event of Default or Potential Default, as the case may be, and if sothe action which the Borrower has taken and proposes to take with respect thereto;
(iv) promptly after the filing thereof, describing its nature, along copies of all reports and all registration statements for the sale of newly issued stock filed with the related unaudited consolidating balance sheet Securities and Exchange Commission or any national securities exchange;
(v) notice when, but in no event later than ten days after, it becomes aware of any Material Environmental Claim or the presence of any Hazardous Material in, on or under any of its property that is likely to prohibit or restrict materially the occupancy, transferability or use of such property under any Environmental Laws;
(vi) notice upon, but in no event later than ten days after, the occurrence of any ERISA Event affecting the Borrower or any ERISA Affiliate, together with (A) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (B) any notice delivered by the PBGC to the Borrower or any ERISA Affiliate with respect to such ERISA Event;
(vii) concurrently with the delivery of the Borrower financial statements referred to in clause (i) and its Subsidiaries (ii) above, a compliance certificate of an Authorized Officer in substantially the form of Exhibit E-1 (A) stating that, to the best of such officer's knowledge, the Borrower, during such period, has observed or performed all covenants and agreements and satisfied all conditions required under this Agreement to be observed, performed or satisfied by it, and that such officer has obtained no knowledge of any Event of Default or Potential Default except as specified in such certificate, (B) showing in detail the calculations supporting such statement in respect of Section 5.01, and (C) setting forth, and showing in detail the calculations supporting, the Pricing Ratio determined as of the end of most recent Pricing Test Date in the period covered by such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearcertificate;
(cviii) Not later than sixty within 50 days following after the end of each fiscal quarter Quarter, a certificate signed Pricing Certificate setting forth the Pricing Ratio as calculated as of the last day of such Quarter;
(ix) prior to the consummation of any acquisition of a Health Care Company or Health Care Facility for aggregate consideration of $50,000,000 or more, a term sheet describing such acquisition; provided that the Borrower shall not be required to deliver a term sheet hereunder with respect to the First American Merger; and promptly, and in any case within 10 Business Days of any such request, any additional information relating to such acquisition reasonably requested by the chief financial officer Agent or the Requisite Lenders;
(x) prior to the consummation of the Borrower substantially in the form any acquisition of Exhibit 6.1a Health Care Company or Health Care Facility for which a pro forma calculation of the
Appears in 2 contracts
Samples: Revolving Credit Agreement (Integrated Health Services Inc), Revolving Credit Agreement (Integrated Health Services Inc)
Reporting Requirements. The Borrower shallwill deliver, unless or cause to be delivered, to each Bank each of the Lender following, which shall otherwise consent be in writing, furnish form and detail reasonably acceptable to the LenderRequired Banks:
(a) As as soon as available available, and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, the audited consolidated annual audit report of the Borrower and its Subsidiaries with the unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Agent, which annual report shall include the balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated related statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such the fiscal yearyear then ended, prepared on a consolidated and consolidating basis, all in each case accompanied by reasonable detail and prepared in accordance with GAAP, together with a certificate of the unqualified opinion with respect thereto chief financial officer of the Borrower's independent public accountants and a certification by such accountants , substantially in the form of Exhibit E, stating that they have reviewed this Agreement such annual audit report has been prepared in accordance with GAAP and whether, in making their audit, they have become aware whether or not such officer has knowledge of the occurrence of any Default or Event of Default and hereunder and, if so, describing its naturestating in reasonable detail the facts with respect thereto;
(b) as soon as available and in any event on or before the applicable Quarterly Financial Statement Due Date after the end of each fiscal quarter of the Borrower, along with the related unaudited consolidating an unaudited/internal balance sheet and statement of income, cash flow and retained earnings of the Borrower and its Subsidiaries as of at the end of and for such fiscal year quarter and for the year-to-date period then ended, prepared on a consolidated and consolidating basis, in reasonable detail and the unaudited consolidating figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP hereof, subject to year-end audit adjustments; and accompanied by a certificate of the chief financial officer of the Borrower, substantially in the form of Exhibit F, stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, (ii) whether or not such officer has knowledge of operationsthe occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, cash flows' if so, stating in reasonable detail the facts with respect thereto, and stockholders' equity (iii) all relevant facts in reasonable detail to evidence, and the computations as to (A) the status of the Borrower and its Subsidiaries for such fiscal yearpurposes of establishing the appropriate Eurodollar Rate Margin, Floating Rate Margin and Commitment Fee Percentage and (B) whether or not the Borrower and its Subsidiaries are in compliance with the requirements set forth in Sections 5.8 through 5.10, 6.10 and 6.15;
(c) Not not later than sixty thirty (30) days following after the end beginning of each fiscal quarter a certificate signed year of the Borrower, the projected balance sheets, income statements, capital expenditures budget, and cash flow statements for the Borrower and its Subsidiaries for such year, each in reasonable detail, representing the good faith projections of the Borrower for such year, and certified by the chief financial officer of the Borrower substantially as being the most accurate projections available and identical to the projections used by the Borrower and its Subsidiaries for internal planning purposes, together with such supporting schedules and information as the Agent from time to time may reasonably request;
(d) immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the form Borrower or any of Exhibit 6.1its Subsidiaries of the type described in Section 4.6 or which (i) seek a monetary recovery against, the Borrower or any of its Subsidiaries in excess of $1,000,000; or (ii) if determined adversely to the Borrower or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect.
(e) as promptly as practicable (but in any event not later than five (5) Business Days) after an officer of a Borrower obtains knowledge of the occurrence of a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of a Borrower setting forth the steps being taken by the Borrower or any of its Subsidiaries to cure the effect of such Default or Event of Default;
Appears in 2 contracts
Samples: Credit Agreement (Entegris Inc), Credit Agreement (Entegris Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:Agent, and in sufficient copies for the Lenders (provided, however, that, in the case of the Consolidated balance sheet and Consolidated statements of income and cash flows referred to in clause (i) below, the annual audit report and accompanying information referred to in clause (ii) below and the reports and registration statements referred to in clause (iv) below, such information will be deemed to have been furnished to the Agent if it is readily available through EDGAR):
(ai) As as soon as available and in any event within sixty xxxhin 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Borrower, the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate certificates of the chief financial officer Chief Financial Officer Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to compliance with the nature thereof and the action that the Borrower proposes to take with respect theretoterms of this Agreement;
(bii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the unqualified opinion with respect thereto of the Borrower's Required Lenders by Deloitte & Touche LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with acceptable to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearRequired Lenders;
(ciii) Not later than sixty as soon as possible and in any event within five days following after the end of each fiscal quarter a certificate signed determination by the chief Borrower of the occurrence of a Default that is continuing on the date of such statement, a statement of the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller, Assistant Controller, or other authorized financial officer of the Borrower substantially setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(iv) promptly after the sending or filing thereof, copies of all material reports that the Borrower sends to its securityholders (or any class of them) or its creditors (or any class of them), and copies of all reports and registration statements that the Borrower or any Subsidiary files with the Securities and Exchange Commission;
(v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and
(vi) such other information (excluding trade secrets) respecting the form Borrower or any of Exhibit 6.1its Subsidiaries as any Lender through the Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Monsanto Co /New/), Credit Agreement (Monsanto Co /New/)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderGuaranteed Party:
(a) As as soon as available and in any event within sixty 60 days after the end of each of, in the case of Entergy, the first three quarters of each fiscal year of Entergy and, in the Borrower case of ETHC, the four quarters of each fiscal year of ETHC, (A) consolidated balance sheets of, respectively, Entergy and its Subsidiaries,
(i) a consolidated subsidiaries and consolidating balance sheet of the Borrower ETHC and its Subsidiaries subsidiaries as of the end of such quarter and (iiB) consolidated and consolidating statements of operationsincome and retained earnings of, cash flows and stockholders' equity of the Borrower respectively, Entergy and its Subsidiaries subsidiaries and ETHC and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly each certified by the chief financial duly authorized officer of the Borrower Entergy as having been prepared in accordance with generally accepted accounting principles principles, consistently applied applied;
(subject to addition b) as soon as available and in any event within 120 days after the end of notes each fiscal year of Entergy, a copy of the annual report for such year for Entergy and ordinary year-end audit adjustmentsits subsidiaries, containing consolidated financial statements for such year certified by Coopers & Lybrand (or such other nationally recognized public xxxxxxting firm as the Guaranteed Party may approve), together and certified by a duly authorized officer of Entergy as having been prepared in accordance with generally accepted accounting principles, consistently applied;
(c) 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 Entergy and within 120 days after the end of the fiscal year of Entergy, a certificate of the chief financial duly authorized officer of the Borrower Entergy, stating that no Default Prepayment Event or Event of Default has occurred and is continuing or, if a Default Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as to the nature thereof case may be, and the action that the Borrower Entergy has taken and proposes to take with respect thereto;
(bd) As as soon as available possible and in any event within ninety five days after either ETHC or Entergy has knowledge of the end occurrence of each fiscal year of the BorrowerPrepayment Event, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if soeach event that, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time or both, would constitute an Event of Default, a statement of the Borrower and its Subsidiaries duly authorized officer of ETHC or Entergy, as of the end case may be, setting forth details of such fiscal year Prepayment Event, Event of Default or event, as the case may be, and the unaudited consolidating statements actions that either or both of operations, cash flows' ETHC and stockholders' equity of the Borrower Entergy have taken and its Subsidiaries for such fiscal yearpropose to take with respect thereto;
(ce) Not later than sixty as soon as possible and in any event within five days following after the end commencement of each fiscal quarter any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, Entergy or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a certificate signed by material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of either ETHC or Entergy, notice of such litigation, arbitration or proceeding describing in reasonable detail the facts and circumstances concerning such litigation, arbitration or proceeding and Entergy's or such subsidiary's proposed actions in connection therewith;
(f) promptly after the sending or filing thereof, copies of all reports that Entergy sends to its securities holders, and copies of all reports and registration statements that Entergy files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Exchange Act, of all certificates (if any) pursuant to Rule 24 that either ETHC or Entergy files with the SEC pursuant to PUHCA having relevancy to the Notes, and of all applications and other filings made to or with the FCC or the SEC pursuant to Section 34 of PUHCA or otherwise having relevancy to the Notes;
(g) as soon as possible and in any event (A) within 30 days after Entergy knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after Entergy knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of Entergy describing such ERISA Termination Event and the Borrower substantially action, if any, that Entergy proposes to take with respect thereto;
(h) promptly and in any event within two Business Days after receipt thereof by Entergy from the form PBGC, copies of Exhibit 6.1each notice received by Entergy in respect of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;
(i) promptly, if requested by the Guaranteed Party, copies of the then current Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;
(j) promptly and in any event within five Business Days after receipt thereof by Entergy from a Multiemployer Plan sponsor, a copy of each notice received by Entergy concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
(k) promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating ox xxx Xignificant Subsidiary, notice of such change; and
(l) such other information respecting the condition or operations, financial or otherwise, of ETHC, Entergy, any Significant Subsidiary or any subsidiary of ETHC as the Guaranteed Party may from time to time reasonably request. Negative Covenants So long as the Notes or any amount payable by either ETHC of Entergy hereunder or thereunder shall remain unpaid, Entergy shall not, without the written consent of the Guaranteed Party:
Appears in 2 contracts
Samples: Guaranty and Acknowledgment Agreement (System Energy Resources Inc), Guaranty and Acknowledgment Agreement (System Energy Resources Inc)
Reporting Requirements. The Borrower shall, unless will provide the Lender shall otherwise consent in writing, furnish following to the Lender:
(ai) As soon as available and in any event within sixty the earlier of two weeks following completion or 270 calendar days after fiscal year end, or, if the end of each audited financial statements of the first three quarters City of each Angleton and the City of Tomball (or alternatively the audited financial statements of the Angleton Public Improvement District and the Tomball Public Improvement Districts, respectively, if separately prepared) are not available within 270 calendar days after fiscal year end, within the two weeks following completion of such audited financial statements, the audited financial statements of the City of Angleton and the City of Tomball (or alternatively the audited financial statements of the Angleton Public Improvement District and the Tomball Public Improvement Districts, respectively, if separately prepared), (B) an annually updated special assessment plan for the Angleton Public Improvement District and the Tomball Public Improvement Districts, and (C), upon request of the Lender, a certification from an Authorized Officer of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of addressed to the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower Lender stating that no Default or Event of Default has occurred and is continuing or, if (1) neither a Default or nor an Event of Default has occurred which was continuing at the end of such Fiscal Year or on the date of such certification, or, if such an event has occurred and is continuingwas continuing at the end of such Fiscal Year or on the date of such certification, a statement as to indicating the nature thereof of such event and the action that which the Borrower proposes to take with respect theretothereto and (2) the representations and warranties of the Borrower contained in this Agreement and in each of the other Related Documents are true and correct on and as of the date of such certification as though made on and as of such date;
(bii) As within thirty (30) days of fiscal year end (A) the annual budget of the Angleton Public Improvement District and the Tomball Public Improvement Districts, (B) the Annual Certification of Assessed Value for the Angleton Public Improvement District and the Tomball Public Improvement Districts, and (c) a parcel listing of all completed homes with the Angleton Public Improvement District and the Tomball Public Improvement Districts;
(iii) promptly after process has been served on the Borrower, the Borrower will provide to the Lender written notice of any action, suit or proceeding before any court or other Governmental Authority in which there is a reasonable probability of an adverse decision which could (A) materially adversely affect the ability of the Borrower to perform its obligations hereunder or under this Agreement or any other Related Document or (B) draw into question the validity or enforceability of this Agreement, the Note or any other Related Document;
(iv) as soon as available and in possible after the Borrower acquires knowledge of the occurrence of any event within ninety days after which, in the end of each fiscal year reasonable judgment of the Borrower, could reasonably be expected to have a Material Adverse Effect on the audited consolidated balance sheet ability of the Borrower and to perform its Subsidiaries as of obligations under this Agreement, the end of Note or under any other Related Document, the Borrower will provide written notice thereof to the Lender;
(v) the Borrower shall provide the Lender, from time to time, such fiscal year and additional information regarding the audited consolidated statements of financial position, operations, cash flows and stockholders' equity business or prospects of the Borrower and its Subsidiaries for such fiscal year, as may be in each case accompanied by the unqualified opinion with respect thereto possession of the Borrower's independent public accountants and a certification by , to the extent such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with information is related to the related unaudited consolidating balance sheet of Reimbursements as the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;Lender may reasonably request; and
(cvi) Not later than sixty days following the end of each fiscal quarter a certificate signed such other reasonable financial information requested by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Lender.
Appears in 2 contracts
Samples: Consent, Assignment and Sale Agreement
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing(i) Prior to a Spin-Off, furnish to the LenderLenders:
(aA) As as soon as available and in any event within sixty 90 days after the end of each of the first three quarters second fiscal quarter of each fiscal year of the Borrower and its Subsidiaries,
(i) a PMI, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower PMI and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of PMI; and
(B) as soon as available and in any event within 120 days after the Borrower end of each fiscal year of PMI, a copy of the consolidated financial statements for such year for PMI and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms); or
(ii) in accordance with generally accepted accounting principles consistently applied the event of a Spin-Off, furnish to the Lenders or make available on the internet at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx (subject to addition of notes and ordinary year-end audit adjustmentsor any successor or replacement website thereof), together if such website includes an option to subscribe to a free service alerting subscribers by e-mail of new U.S. Securities and Exchange Commission filings, if available, or by similar electronic means:
(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 PMI, an unaudited interim condensed consolidated balance sheet of PMI and its Subsidiaries as of the end of such quarter and unaudited interim condensed consolidated statements of earnings of PMI and its Subsidiaries 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 of PMI;
(B) as soon as available and in any event within 100 days after the end of each fiscal year of PMI, a certificate copy of the consolidated financial statements for such year for PMI and its Subsidiaries audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the date of this Agreement, are one of the “big four” accounting firms); and
(C) all reports which PMI sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the U.S. Securities and Exchange Commission) which PMI files with the Securities and Exchange Commission;
(iii) as soon as possible and in any event within five days after the occurrence of each Event of Default and each Default, continuing on the date of such statement, a statement of the chief financial officer or treasurer of the Borrower stating that no Default or PMI setting forth details of such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower which PMI has taken and proposes to take with respect thereto;
(biv) As soon as available and in any event within ninety 60 days after the end of each fiscal year quarter of the BorrowerPMI, the audited consolidated balance sheet a statement of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or treasurer of PMI certifying compliance with the Borrower substantially in requirements of Section 5.1(b) and setting forth the form relevant calculations; and
(v) such other historical information respecting the condition or operations, financial or otherwise, of Exhibit 6.1PMI or any Major Subsidiary as any Lender through the Facility Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Altria Group, Inc.)
Reporting Requirements. The Borrower shallFurnish, unless or cause to be furnished, to the Lender shall otherwise consent in writing, furnish to the Lenderfollowing:
(ai) As promptly after becoming aware of the occurrence of any Event of Default with respect to the Borrower continuing on the date of such statement, the statement of an Authorized Officer of the Borrower setting forth details of such Event of Default and the action that the Borrower has taken or proposes to take with respect thereto;
(ii) in the event that the Borrower is no longer required to comply with the Exchange Act, as soon as available and in any event within sixty 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower and its Subsidiaries,
(i) a Borrower, consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (in the case of such statements that are unaudited, subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof adjustments and the action exclusion of detailed footnotes);
(iii) in the event that the Borrower proposes is no longer required to take comply with respect thereto;
(b) As the Exchange Act, as soon as available and in any event within ninety 180 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as of the end of such fiscal year Subsidiaries, containing consolidated and the audited consolidated consolidating financial statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied year (which may contain a “going concern” or like qualification) certified by the unqualified opinion with respect thereto of the Borrower's PricewaterhouseCoopers LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing as fairly presenting, in making their auditall material respects, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet financial position of the Borrower and its Subsidiaries as of at the end of such fiscal year and the unaudited consolidating results of their operations and their cash flows for the two-year period ending as at the end of such year in conformity with GAAP; and
(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of operations, cash flows' and stockholders' equity the treasurer or controller of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following stating whether the end of each fiscal quarter a certificate signed by the chief financial officer Borrower has any knowledge of the Borrower substantially occurrence and continuance at the date of such certificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto. If any financial statements or report described in (ii) and (iii) above is due on a date that is not a Business Day, then such financial statements or report shall be delivered on the form of Exhibit 6.1next succeeding Business Day.
Appears in 2 contracts
Samples: Credit Agreement (FirstEnergy Solutions Corp.), Credit Agreement
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the quarter ending March 31, 2003), a copy of such Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if such Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end portion of the previous such Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the such Borrower stating that no Default or Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the which such Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the such Borrower, a copy of such Borrower’s Annual Report on Form 10-K filed with the audited Securities and Exchange Commission with respect to such fiscal year (or, if such Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the such Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, retained earnings (if applicable) and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and of recognized national standing), together with a certification by certificate of an authorized officer of such accountants Borrower stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if soany such Event of Default or Unmatured Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action which such Borrower proposes to take with respect thereto;
(iv) concurrently with the related unaudited consolidating balance sheet delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of such Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee or dividend reinvestment plans of such Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by such Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action such Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Mxxxx’x Rating or the S&P Rating for such Borrower; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of such Borrower or any of its Subsidiaries as of any Lender, through the end of such fiscal year and the unaudited consolidating statements of operationsAdministrative Agent, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Exelon Corp), 364 Day Credit Agreement (Exelon Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender:
(a) As soon as available and in any event within sixty Within forty five (45) days after following the end close of each calendar quarter during 2001, Acquiror shall deliver to the Principal Stockholder a statement in which it shall accurately account for all Revenues of the first three quarters of each fiscal year Electronic Services Business described in this Annex A for such quarter then ended (the "Quarterly Revenues Notice"), and within one hundred twenty days (120) days following December 31, 2001, Acquiror shall deliver to the Principal Stockholder audited financial statements which accurately account for all Revenues of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries Electronic Services Business described in this Annex A for the period commencing at year then ended (the end of the previous fiscal year and ending with the end of such quarter"Final Revenues Notice"), all in both cases showing in reasonable detail and duly certified the computation thereof, to be accompanied by the a certification of Acquiror's chief financial officer that, in the opinion of such officer after examining the Borrower as having been prepared books and records of Acquiror and Target, that the statement of Acquiror presents fairly in all material respects the Revenues required to be recognized in accordance with generally accepted accounting principles consistently applied (subject to addition of notes this Annex A and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred such computation was complete and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;accurate.
(b) As soon as available and in any event within ninety days after the end of each fiscal year Upon receipt of the BorrowerQuarterly Revenues Notice and the Final Revenues Notice, Principal Stockholder may, at its own expense, audit the books and records of Acquiror and Target in which the information concerning Revenues is recorded, and the records supporting the entries in the books of Acquiror and Target, for that quarter or year or any prior quarterly period for which Principal Stockholder had not previously audited such books and records; provided, however, that such audits be performed no more often than quarterly during normal business hours and at the place where those books and records are kept. Principal Stockholder shall notify Acquiror of such audit results specifying in reasonable detail all disputed items and the basis therefor (the "Audit Notice"). After receipt of the Audit Notice, Acquiror shall have thirty (30) days to review the Audit Notice. Unless the Acquiror delivers a written objection to Principal Stockholder on or prior to the 30th day after receipt of the Audit Notice, the audited consolidated balance sheet of the Borrower Acquiror shall be deemed to have accepted and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially agreed to results set forth in the form of Exhibit 6.1Audit Notice.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Merger Agreement (Predictive Systems Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) , a consolidated and consolidating Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer a Responsible Officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes GAAP and ordinary year-end audit adjustments), together with accompanied by a certificate of the chief financial officer Borrower's Responsible Officer stating to the best of the Borrower stating that no Default his or Event of Default her knowledge, after due inquiry, whether any event has occurred and is continuing or, if a Default or which constitutes an Event of Default has occurred Default, and is continuingif so, a statement as to stating the nature thereof and the action that the Borrower proposes to take facts with respect thereto;
(bii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto from a nationally or internationally recognized independent public accountants and accompanied by a certificate of the Borrower's independent public accountants and a certification by such accountants Responsible Officer stating that they have reviewed this Agreement and whetherto the best of his or her knowledge after due inquiry, in making their audit, they have become aware of whether any Default or event has occurred which constitutes an Event of Default Default, and if so, describing its nature, along stating the facts with the related unaudited consolidating balance sheet of the Borrower respect thereto;
(iii) as soon as available and its Subsidiaries as of in any event no later than 120 days after the end of such each fiscal year and of the unaudited consolidating statements of operationsBorrower, cash flows' and stockholders' equity an annual report summarizing the operations of the Borrower and its Subsidiaries for such the past fiscal year;
(civ) Not as soon as possible and in any event within five (5) Business Days after the Borrower has knowledge of, or should have known of, the occurrence of each Default continuing on the date of such statement, a statement of a Responsible Officer of the Borrower setting forth reasonable details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(v) as soon as available and in any event no later than sixty 60 days following before the end of each fiscal quarter year, an operating budget for the fiscal year following such fiscal year then ending and on an annual basis for each fiscal year thereafter through the fiscal year in which the Maturity Date occurs and any further information or details with respect to any such budget as the Administrative Agent or any Lender may reasonably request;
(vi) as soon as available and in any event no later than 60 days before the end of each fiscal year, certificates from its insurers or insurance agents evidencing that the insurance required to be in effect pursuant to Section 5.01(c) is in effect;
(vii) copies of all amendments and modifications to all Material Contracts no later than twenty (20) days after such amendment or modification has been made;
(viii) promptly but in any event within 5 days of attaining knowledge thereof, a certificate signed by the chief financial officer statement of a Responsible Officer of the Borrower substantially advising of the potential loss of any of Material Contract;
(ix) copies of all other formal written notices sent or received by the Borrower or any of its Subsidiaries pursuant to any Material Contract as soon as practicable after such formal written notice is sent or received;
(x) promptly after the commencement thereof, notice of (A) all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(i) and (B) all actions and proceedings before any court, governmental agency or arbitrator affecting any Material Contract;
(xi) upon the occurrence of any ERISA Event affecting the Borrower or any ERISA Affiliate (but in no event more than 20 days after such event); a notice and description of such event;
(xii) promptly after the occurrence thereof notice of: (A) any known release or threat of release of any Hazardous Materials at or from any site owned or leased by the Borrower or by any of its Subsidiaries that, individually or in the form aggregate, could reasonably be expected to have a Material Adverse Effect, and (B) any known incurrence of Exhibit 6.1any expense or loss by any governmental authority in connection with the assessment, containment or removal of any Hazardous Material for which expense or loss the Borrower or any of its Subsidiaries may be liable and which expense or loss, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
(xiii) such other information respecting the Borrower or any of its Subsidiaries as the Lenders may from time to time reasonably request; and
(xiv) promptly after receipt by Borrower and/or any of its Subsidiaries, of statement of working capital with respect to AMPORTS Aviation Group in accordance with the Purchase Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Macquarie Infrastructure CO Trust), Credit Agreement (Macquarie Infrastructure CO Trust)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:
(ai) As as soon as available and in any event no later than March 31st of each calendar year, beginning with calendar year 2019, the annual financial statements of the Borrower for the immediately preceding calendar year, containing a balance sheet of the Borrower as of the end of such preceding calendar year and statements of income, cash flow and contingent liabilities of the Borrower for such preceding calendar year, in a form reasonably satisfactory to the Lender, accompanied by a signed statement by the Borrower that such financial statements are complete and accurate in all material respects and fairly present the financial condition of the Borrower as of the date thereof;
(ii) as soon as available and in any event within sixty the earlier of: (i) fifteen (15) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter filing thereof and (ii) consolidated October 30 of each calendar year, beginning with calendar year 2018 for the calendar year ending December 31, 2017, a true and consolidating complete copy of all Federal income tax returns filed by the Borrower and all schedules thereto, including, any applicable Schedule K-1;
(iii) simultaneously with the delivery of each set of financial statements referred to in clause (i) above, a certificate (a “Compliance Certificate”) of operationsthe Loan Parties substantially in the form of Exhibit C attached hereto (with blanks appropriately completed in conformity herewith);
(iv) as long as any shares of US Xpress owned by any Loan Party are held by the Transfer Agent, cash flows no later than Friday of each calendar week during the Unsecured Period, a statement from the Transfer Agent setting forth the amount of shares of US Xpress common stock held by the Transfer Agent in the name of each Loan Party as of a date less than seven (7) days prior to the date of such delivery;
(v) as soon as possible and stockholders' equity in any event within five (5) days after the occurrence of each Default and Event of Default continuing on the date of such statement, a statement of an Authorized Person of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end setting forth details of such quarter, all in reasonable detail Default and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto;; and
(bvi) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of such other information respecting the Borrower and its Subsidiaries each other Loan Party as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Revolving Line of Credit Agreement (Fuller Max L), Revolving Line of Credit Agreement (Fuller Max L)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish to the Lender:
(ai) As as soon as available and available, but in any event within sixty 90 days after the end of each fiscal year of Borrower, a balance sheet of Borrower as at the end of such fiscal year, and the related statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
(ii) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal quarter, and the related statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at portion of Borrower’s fiscal year then ended, setting forth in each case in comparative form the end figures for the corresponding fiscal quarter of the previous fiscal year and ending with the end corresponding portion of such quarterthe previous fiscal year, all in reasonable detail and duly detail, certified by the chief financial officer a Responsible Officer of the Borrower as having been prepared fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Borrower in accordance with generally accepted accounting principles consistently applied (GAAP, subject only to addition of notes and ordinary normal year-end audit adjustments)adjustments and the absence of footnotes;
(iii) concurrently with the delivery of the financial statements referred to in clause (i) and (ii) above, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower;
(iv) as soon as possible and in any event within three (3) Business Days after Borrower obtains knowledge of the occurrence of (x) any Event of Default or Default or (y) any actual or threatened litigation or other event which, if adversely determined to Borrower, could reasonably be likely to result in a Material Adverse Effect, notice of such Event of Default, Default, litigation or other event, as applicable, together with a certificate statement of a Responsible Officer of Borrower setting forth the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature details thereof and the action that the which Borrower has taken and proposes to take with respect thereto;
(bv) As soon as available and in any event copies of all general communications delivered by Borrower to its shareholders within ninety days after the end of each fiscal year five (5) Business Days of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of day such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for communications were first delivered to such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearshareholders;
(cvi) Not later than sixty days following within five (5) Business Days of delivery, copies of all material written communications between Borrower and SINA (for purposes hereof, “material” shall mean material to this Agreement, the end Collateral or any Facility Document); and
(vii) promptly after request therefor, such other business and financial information respecting the condition or operations, financial or otherwise, of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1as Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Margin Loan Agreement (Sina Corp), Margin Loan Agreement (Sina Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 65 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(bii) As as soon as available and in any event within ninety 115 days after the end of each fiscal year of the Borrower, (A) to the audited consolidated extent provided to shareholders of the Borrower, a copy of the annual report to such shareholders for such year for the Borrower and its Consolidated Subsidiaries, (B) the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and (C) the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto of the Borrower's by PricewaterhouseCoopers LLP or any other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries accounting firms which (x) as of the end date of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity this Agreement is one of the Borrower and its Subsidiaries for such fiscal year“big four” accounting firms or (y) is reasonably acceptable to the Required Lenders;
(ciii) Not later than sixty days following together with the end of each fiscal quarter financial statements required under clauses (i) or (ii) above, a compliance certificate signed by the chief financial officer of the Borrower in substantially in the form of Exhibit 6.1F signed by a Financial Officer of the Borrower showing the then current information and calculations necessary to determine the Applicable Margin and the Applicable Percentage and compliance with this Agreement and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof;
(iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(v) reasonably promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange; and
(vi) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. Information required to be delivered pursuant to clauses (i), (ii) or (v) above shall be deemed to have been delivered on the date on which the Borrower has posted such information on the Borrower’s website on the Internet at xxx.xxxxxxxxx.xxx (or any successor or replacement website thereof), which website includes an option to subscribe to a free service alerting subscribers by email of new Securities and Exchange Commission filings at xxxx://xxx.xxxxxxxxx-xx.xxx/phoenix.zhtml?c=68233&p=irol-alerts, or at xxx.xxx.xxx or at another website identified in a notice to the Lenders and accessible by the Lenders without charge.
Appears in 2 contracts
Samples: Credit Agreement (Dte Energy Co), Credit Agreement (Dte Energy Co)
Reporting Requirements. The From the date hereof and thereafter for so long as any portion of the Commitment (or any portion thereof), any Loan or any Letter of Credit is outstanding or any Loan Party is indebted to the Agent and/or any of the Banks under any Loan Document, the Borrower shallwill, unless the Lender Majority Banks shall otherwise consent in writing, furnish or cause to be furnished to the LenderAgent:
(a) As as soon as available possible and in any event within sixty days after upon acquiring knowledge of an Event of Default or Default, continuing on the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end date of such quarter and (ii) consolidated and consolidating statements statement, the written statement of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial an officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition setting forth details of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto;
(b) As as soon as available practicable after the end of each Fiscal Year and in any event within ninety (90) days thereafter, the Borrower's GAAP Balance Sheet as at the end of such Fiscal Year and the related Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows for such Fiscal Year setting forth in each case the corresponding figures for the preceding Fiscal Year, such Borrower's GAAP Balance Sheet, Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows to be certified by a firm of independent certified public accountants of nationally recognized standing or other firm of independent certified public accountants selected by the Borrower and reasonably acceptable to the Majority Banks (it being understood that, so long as the Borrower is required to file an Annual Report on Form 10-K with the Securities and Exchange Commission, the foregoing requirements of this Section 5.03(b) shall be deemed satisfied if the Borrower has delivered to the Agent copies of its Annual Report on Form 10-K for the relevant Fiscal Year, certified by an officer of the Borrower in an Officer's Certificate as being true and correct copies thereof);
(c) as soon as is practicable after the end of each fiscal year Fiscal Quarter and in any event within sixty (60) days thereafter, the Borrower's GAAP Balance Sheet as of the Borrowerend of such Fiscal Quarter, the audited related Borrower's Consolidated Income Statement for such Fiscal Quarter and the portion of the Fiscal Year to that date and the related Borrower's Consolidated Statement of Cash Flows for the portion of the Fiscal Year to that date, subject to changes resulting from year-end adjustments, such Borrower's GAAP Balance Sheet, Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of Cash Flows to be prepared and certified by an officer of the Borrower in an Officer's Certificate as having been prepared in accordance with GAAP except for footnotes and year-end adjustments, and to be in form reasonably satisfactory to the Majority Banks (it being understood that, for so long as the Borrower is required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission, the foregoing requirements of this Section 5.03(c) shall be deemed satisfied if the Borrower has delivered to the Agent copies of such quarterly report on Form 10-Q, certified by an officer of the Borrower in an Officer's Certificate as being true and correct copies thereof);
(d) simultaneously with the furnishing of each of the year-end financial statements of the Borrower and the Subsidiaries to be delivered pursuant to Section 5.03(b) and each of the quarterly statements of the Borrower and the Subsidiaries to be delivered pursuant to Section 5.03(c) an Officer's Certificate of an officer of the Borrower which shall contain a statement in the form of Exhibit F to the effect that no Event of Default or Default has occurred, without having been waived in writing, or if there shall have been an Event of Default not previously waived in writing pursuant to the provisions hereof, or a Default, such Officer's Certificate shall disclose the nature thereof. In each such Officer's Certificate the officer of the Borrower shall also calculate, set forth and certify to the accuracy of the amounts required to be calculated in the financial covenants of the Borrower contained in this Agreement and described in Exhibit F;
(e) not later than April 30 of each Fiscal Year, projections for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries related consolidated income statement and consolidated statement of cash flows of the Borrower, in each case prepared in accordance with GAAP, as of the end of and for such fiscal year Fiscal Year and setting forth the audited consolidated statements assumptions used in preparing such projections) and, promptly when available, any revisions of such projections which, in the reasonable judgment of the Borrower, are material;
(f) promptly after the commencement thereof, notice of all material actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, against the Borrower and/or any Subsidiary which have reasonable merit and if adversely determined would have a Material Adverse Effect;
(g) promptly after the sending or filing thereof, copies of all material regular, periodic and special reports, if any, which the Borrower or any of the Material Subsidiaries files with the Securities and Exchange Commission;
(h) such other information respecting the business, properties or the condition or operations, cash flows and stockholders' equity financial or otherwise, of the Borrower or any of the Subsidiaries as Agent may from time to time reasonably request (subject at all times to the Agent's and its Subsidiaries for such fiscal yearevery Bank's agreement and understanding that the Borrower and/or any Subsidiary will not provide any information, in each case accompanied documents or materials protected by the unqualified opinion Borrower's or such Subsidiary's attorney client privilege and/or the attorney work product doctrine);
(i) written notice of the fact and of the details of any sale or transfer of any material ownership interest in any Material Subsidiary given promptly after the Borrower acquires knowledge thereof; provided, however, that this clause shall not be deemed to constitute or imply any consent to any such sale or transfer;
(j) prompt written notice of any event or condition which has had, is having or would in the reasonably foreseeable future be likely to have a Material Adverse Effect, and an explanation thereof and of the actions the Borrower and/or any Subsidiary propose to take with respect thereto thereto;
(k) written notice of any of the following events which could have a Material Adverse Effect, as soon as possible and in any event within 15 days after the Borrower knows or has reason to know thereof: (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, or (ii) the institution of proceedings or the taking or expected taking of any other action by the PBGC or any Loan Party or any Commonly Controlled Entity to terminate, withdraw or partially withdraw from any Plan and, with respect to any Multiemployer Plan, the reorganization (as defined in Section 4241 of ERISA) or insolvency (as defined in Section 4245 of ERISA) of such Plan and in addition to such notice, deliver to the Agent whichever of the following may be applicable: (a) an Officer's Certificate setting forth details as to such Reportable Event and the action that the applicable Loan Party or Commonly Controlled Entity proposes to take with respect thereto, together with a copy of any notice of such Reportable Event that may be required to be filed with the PBGC, or (b) any notice delivered by the PBGC evidencing its intent to institute such proceedings or any notice to the PBGC that such Plan is to be terminated, as the case may be;
(l) promptly and in any event within five (5) days thereafter, written notice of any failure to make any payment when due on any Indebtedness for Borrowed Money of the Borrower or any Subsidiary having an outstanding principal balance of $10,000,000 or more; and
(m) promptly and in any event within five (5) days after receipt thereof, written notice of any change in any rating of the Borrower's independent public accountants and a certification by Senior Debt Securities. Information required to be delivered pursuant to this Section 5.03 shall be deemed to have been delivered if such accountants stating that they information, or one or more annual, quarterly or other reports containing such information, shall have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with been furnished to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year Agent and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Banks via E-mail.
Appears in 2 contracts
Samples: Loan Agreement (Wellman Inc), Loan Agreement (Wellman Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 10 days after the date quarterly financial statements would be required to be filed by an “Accelerated Filer” as defined in Rule 12b-2 under the Exchange Act (without giving effect to any extension) in a periodic report with the SEC (and in any event within 50 days after the end of each of the first three quarters of Fiscal Quarters in each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Rayonier), unaudited Consolidated balance sheet sheets of the Borrower Rayonier and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower Rayonier and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer senior vice president of the Borrower finance of Rayonier as having been prepared in accordance with generally accepted accounting principles consistently applied GAAP;
(subject ii) as soon as available and in any event within 10 days after the date annual financial statements would be required to addition be filed by an “Accelerated Filer” as defined in Rule 12b-2 under the Exchange Act (without giving effect to any extension) in a periodic report with the SEC (and in any event within 90 days after the end of notes and ordinary year-end audit adjustmentseach fiscal year of Rayonier), a copy of the annual audit report for such year for Rayonier and its Subsidiaries, containing Consolidated balance sheets of Rayonier and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of Rayonier and its Subsidiaries for such fiscal year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders by a nationally recognized firm of independent public accountants;
(iii) together with the financial statements required to be delivered in accordance with clauses (i) and (ii) above, (A) a certificate of the chief financial officer senior vice president of the Borrower finance of Rayonier stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the applicable Borrower has taken and proposes to take with respect thereto and (B) a schedule in form and substance satisfactory to the Administrative Agent of the computations used by Rayonier in determining compliance with the covenants contained in Section 5.05;
(iv) promptly after any Borrower becomes aware of and in any event within five Business Days after becoming aware of each Default, continuing on the date of such statement, a statement of the senior vice president of finance of Rayonier setting forth details of such Default and the action that Rayonier has taken and proposes to take with respect thereto;
(bv) As soon as available promptly after the sending or filing thereof, copies of all reports that any Borrower sends to any of its public securityholders, and copies of all reports and registration statements that any Borrower or any of its Subsidiaries files with the SEC or any national securities exchange;
(vi) promptly after any Borrower becomes aware of the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting such Borrower or any of its Subsidiaries of the type described in the first sentence of Section 4.01(g);
(vii) promptly and in any event within ninety 10 days after Rayonier or any of its ERISA Affiliates knows that any ERISA Event has occurred, a statement of the end senior vice president of finance of Rayonier describing such ERISA Event and the action, if any, that Rayonier or such ERISA Affiliate has taken and proposes to take with respect thereto;
(viii) promptly and in any event within three Business Days after receipt thereof by Rayonier or any of its ERISA Affiliates, copies of each fiscal year notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any such Plan;
(ix) upon the request of the Administrative Agent after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan;
(x) promptly and in any event within five Business Days after receipt thereof by Rayonier or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, copies of each notice concerning (x) the imposition of Withdrawal Liability by any such Multiemployer Plan, (y) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (z) the amount of liability incurred, or that may be incurred, by Rayonier or any of its ERISA Affiliates in connection with any event described in clause (x) or (y);
(xi) as soon as practical and in any event promptly after the receipt thereof by any Borrower, copies of all written claims, complaints, notices or inquiries relating to compliance by such Borrower or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be likely to have a Material Adverse Effect or could reasonably be likely to (x) form the audited consolidated balance sheet basis of an Environmental Action against such Borrower or any of its Subsidiaries or such property that could reasonably be likely to have a Material Adverse Effect or (y) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could reasonably be likely to have a Material Adverse Effect;
(xii) promptly such other information and data with documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Money Laundering rules and regulations (including, without limitation, the USA PATRIOT Act), including, without limitation, evidence satisfactory to the Administrative Agent of (x) the listing of Capital Stock of Rayonier on New York Stock Exchange and (y) Rayonier’s ownership of all of the outstanding Capital Stock of TRS and RFR, as from time to time may be reasonably requested by the Administrative Agent; and
(xiii) such other information respecting the condition or operations, financial or otherwise, of any Borrower and or any of its Subsidiaries as any Lender or Issuing Bank through the Administrative Agent may from time to time reasonably request. Information required to be delivered pursuant to this Section 5.01(k) shall be deemed to have been delivered to the Lenders when it has been delivered to the Administrative Agent. Notwithstanding any of the end foregoing, at any time when Rayonier is subject to the reporting requirements of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity Section 13(a)(2) of the Borrower and its Subsidiaries for such fiscal yearSecurities Exchange Act of 1934, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they Rayonier shall be deemed to have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along complied with the related unaudited consolidating balance sheet requirements of clauses (i), (ii), (v) and (vi) above, if Rayonier shall include such information in timely filings made with the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed SEC by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Rayonier.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Rayonier Inc), Revolving Credit Agreement (Rayonier Inc)
Reporting Requirements. The So long as any Lender shall have any Commitment hereunder or the Borrower shallshall have any obligation to pay any amount to the Administrative Agent or any Lender hereunder, the Borrower will, unless the Lender Required Lenders shall otherwise consent in writing, furnish provide to the LenderAdministrative Agent:
(a) As as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Borrower as having been prepared fairly presenting in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the results of operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such date, except for normal year end adjustments, all in accordance with generally accepted accounting principles GAAP consistently applied (subject to addition for purposes hereof delivery of notes the Borrower’s appropriately completed Form 10-Q will be sufficient in lieu of delivery of such consolidated balance sheet and ordinary year-end audit adjustmentsconsolidated statements of income, retained earnings and cash flows), together with a certificate Compliance Certificate, in the form of Exhibit H, of the chief financial officer or the treasurer of the Borrower (A) demonstrating and certifying compliance by the Borrower with the covenants set forth in Section 6.04 and (B) stating that no Event of Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default or Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower has taken and proposes to take with respect thereto;
(b) As as soon as available and in any event within ninety one hundred five (105) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as Consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Administrative Agent (for purposes hereof, delivery of the end Borrower’s appropriately completed Form 10-K will be sufficient in lieu of delivery of such fiscal year and financial statements), together with a Compliance Certificate, in the audited consolidated statements form of operationsExhibit H, cash flows and stockholders' equity of the chief financial officer or the treasurer of the Borrower (A) demonstrating and its Subsidiaries for such fiscal year, in each case accompanied certifying compliance by the unqualified opinion Borrower with respect thereto of the Borrower's independent public accountants covenants set forth in Section 6.04 and a certification by such accountants (B) stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Default has occurred and is continuing or, if soan Event of Default or Default has occurred and is continuing, describing its nature, along with a statement as to the related unaudited consolidating balance sheet of nature thereof and the action which the Borrower has taken and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearproposes to take with respect thereto;
(c) Not later than sixty as soon as possible and in any event within five (5) days following after the end occurrence of each fiscal quarter Event of Default and each Default known to the Borrower, a certificate signed by statement of the chief financial officer of the Borrower substantially setting forth details of such Event of Default or Default and the action which the Borrower has taken and proposes to take with respect thereto;
(d) upon the Borrower obtaining knowledge of the following, the Borrower will give written notice to the Administrative Agent promptly (and in any event within ten Business Days) of any of the following: (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by the Borrower or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability in the form amount of Exhibit 6.1at least $1,000,000 pursuant to Section 4202 of ERISA and (iv) the Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA;
(e) as soon as possible and in any event within five (5) days after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 5.01(e) or (B) for which the Administrative Agent or the Lenders will be entitled to indemnity under Section 10.05;
(f) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Borrower sends to any of its security holders, and copies of all reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;
(g) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Borrower or any Subsidiary thereof as any Lender through the Administrative Agent may from time to time reasonably request;
(h) from time to time and promptly upon each request, information with respect to the Borrower as a Lender may reasonably request in order to comply with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001); and
(i) promptly, upon knowledge of any change in the Debt Rating, a certificate stating that the Debt Rating has changed with evidence of the new Debt Rating; Information required to be delivered pursuant to this Section 6.03 shall be deemed to have been delivered if such information shall have been posted by the Borrower on an Intralinks or similar site to which the Administrative Agent has been granted access or shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx and the Borrower shall have notified the Administrative Agent of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Administrative Agent or any Lender, the Borrower shall deliver a paper copy of such information to the Administrative Agent or such Lender. Information required to be delivered pursuant to this Section 6.03 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder that have been approved by the Borrower in writing including via electronic transmission (collectively, “Informational Materials”) by posting the Informational Materials on SyndTrak Online or another similar electronic means (collectively, the “Electronic Means”) and (b) certain prospective Lenders (“Public Lenders”) may not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to the Borrower or its Affiliates or any of their respective securities, and who may be engaged in investment and other market-related activities with respect to such entities’ securities. Lenders will assume that all Informational Materials, other than publicly available Informational Materials filed pursuant to the Exchange Act or posted on Borrower’s website, include MNPI. The Borrower hereby agrees that in the event any Informational Materials will not contain MNPI, Borrower will notify Administrative Agent in writing (except with respect to Informational Materials filed pursuant to the Exchange Act, or posted on Borrower’s website, which shall be deemed public) and the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lender and the Lenders to treat such Informational Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Informational Materials constitute Information, such Information shall be treated as set forth in Section 10.16 hereof). Before distribution of any Informational Materials (a) to prospective Private Lenders, Borrower shall provide the Administrative Agent with written authorization (including email) authorizing the dissemination of the Informational Materials and (b) to prospective Public Lenders, Borrower shall provide the Administrative Agent with written authorization (including email) authorizing the dissemination of the Informational Materials and confirming, to the Borrower’s knowledge, the absence of MNPI therefrom.
Appears in 2 contracts
Samples: Credit Agreement (South Jersey Gas Co/New), Revolving Credit Agreement (South Jersey Industries Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish to the Lender:
(a) Annual Financial Statements. As soon as available available, and in any event within sixty ninety (90) days after the end of each of the first three quarters of each fiscal year of Borrower, beginning with the Borrower and its Subsidiaries,
fiscal year ending December 31, 2005, (i) a copy of the annual audit report of Borrower and the Subsidiaries for such fiscal year containing, on a consolidated and consolidating basis, balance sheet sheets and statements of the Borrower income, retained earnings, and its Subsidiaries cash flow as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with for the end of such quarter12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and duly audited and certified by an independent certified public accountants of recognized standing acceptable to Lender, to the chief financial officer of the Borrower as having effect that such report has been prepared in accordance with generally accepted accounting principles consistently applied GAAP and containing no material qualifications or limitations on scope; and (subject to addition of notes and ordinary year-end audit adjustments), together with ii) a certificate of the chief financial officer of the Borrower such independent certified public accountants to Lender (A) stating that to their knowledge no Default or Event of Default has occurred and is continuing orcontinuing, or if in their opinion a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof thereof, and (B) confirming the action that calculations set forth in the Borrower proposes to take with respect theretoofficer's certificate delivered simultaneously therewith;
(b) Quarterly Financial Statements. As soon as available available, and in any event within ninety thirty (30) days after the end of each of the quarters of each fiscal year of the Borrower, the audited consolidated balance sheet a copy of the an unaudited financial report of Borrower and its Subsidiaries as of the end of such fiscal quarter and for the portion of the fiscal year then ended, containing, on a consolidated and the audited consolidated consolidating basis, balance sheets and statements of operationsincome, retained earnings, and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearflow, in each case accompanied by setting forth in comparative form the unqualified opinion with respect thereto figures for the corresponding period of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such preceding fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed , all in reasonable detail certified by the chief financial officer of Borrower to have been prepared in accordance with GAAP and to fairly and accurately present (subject to year-end audit adjustments) the financial condition and results of operations of Borrower substantially in and its Subsidiaries, on a consolidated and consolidating basis, at the form of Exhibit 6.1date and for the periods indicated therein;
Appears in 2 contracts
Samples: Loan Agreement (Dgse Companies Inc), Loan Agreement (Dgse Companies Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, Guarantor will furnish to each of the LenderBanks:
(a) As as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of an authorized financial officer of the Borrower or the Guarantor, as the case may be, setting forth the details of such Default and the actions, if any, which the Borrower or the Guarantor has taken and proposes to take with respect thereto;
(b) as soon as available and in any event within sixty not later than 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated Guarantor, the Consolidated and consolidating balance sheet sheets of the Borrower Guarantor and its Subsidiaries as of the end of such quarter (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and (ii) consolidated the Consolidated and consolidating statements of operations, income and cash flows and stockholders' equity flow statements of the Borrower Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarterquarter (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, including the Borrower, as separate entities), all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief an authorized financial officer of the Borrower Guarantor as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)principles, together with a certificate of the chief financial said officer of the Borrower (i) stating that he has no Default or Event of knowledge that a Default has occurred and is continuing occurred, or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that action, if any, which the Borrower Guarantor proposes to take with respect thereto, and (ii) showing in detail the calculation supporting such statement in respect of Section 7.01;
(bc) As as soon as available and in any event within ninety not later than 120 days after the end of each fiscal year of the BorrowerGuarantor, the audited consolidated balance sheet a copy of the Borrower annual audit report for such year for the Guarantor and its Subsidiaries, including therein Consolidated and consolidating balance sheets of the Guarantor and its Subsidiaries as of the end of such fiscal year (such consolidating balance sheets to reflect such Subsidiaries, including the Borrower, as separate entities) and the audited consolidated Consolidated and consolidating statements of operations, income and cash flows and stockholders' equity flow statements of the Borrower Guarantor and its Subsidiaries for such fiscal yearyear (such consolidating statements of income and cash flow statements to reflect such Subsidiaries, including the Borrower, as separate entities), in each case accompanied prepared in accordance with generally accepted accounting principles and certified by KPMG Peat Marwick or other independent certified public accountants of recognized standing acceptable to the unqualified opinion Majority Banks, together with respect thereto a certificate of such accounting firm to the Banks (i) stating that, in the course of the Borrower's independent public accountants regular audit of the business of the Guarantor and a certification its Subsidiaries, which audit was conducted by such accountants stating that they have reviewed this Agreement and whetheraccounting firm in accordance with generally accepted auditing standards, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;accounting firm has obtained
(cd) Not later than sixty days following promptly after the end of each fiscal quarter quarter, copies of all proxy material, reports and other information which the Guarantor sends to any of its security holders, and copies of all reports and registration statements which the Guarantor or any Subsidiary of the Guarantor files with the Securities and Exchange Commission or any national securities exchange;
(e) as soon as possible and in any event (i) within 30 Business Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and (ii) within 10 Business Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has reason to know that any other Termination Event with respect to any Plan has occurred or is reasonably expected to occur, a certificate signed by statement of the chief financial officer or chief accounting officer of the Guarantor describing such Termination Event and the action, if any, which the Guarantor or such ERISA Affiliate of the Guarantor proposes to take with respect thereto;
(f) promptly after receipt thereof by the Guarantor or any ERISA Affiliate of the Guarantor, copies of each notice received by the Guarantor or any ERISA Affiliate of the Guarantor from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;
(g) within 30 days following request therefor by any Bank, copies of each Schedule B (Actuarial Information) to each annual report (Form 5500 Series) of the Guarantor or any ERISA Affiliate of the Guarantor with respect to each Plan;
(h) promptly after receipt thereof by the Guarantor or any ERISA Affiliate of the Guarantor from the sponsor of a Multiemployer Plan, a copy of each notice received by the Guarantor or any ERISA Affiliate of the Guarantor concerning (i) the imposition of a Withdrawal Liability by a Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the amount of liability incurred, or expected to be incurred, by the Guarantor or any ERISA Affiliate of the Guarantor in connection with any event described in clause (i), (ii) or (iii) above;
(i) promptly after it has knowledge of (A) any material litigation pending or threatened against it which could reasonably be expected to cause a material adverse change in the financial condition of the Borrower, the Guarantor, or any Subsidiary, or (B) the occurrence of any other contingency which could reasonably be expected to cause a material adverse change in the financial condition of the Borrower, the Guarantor or any Subsidiary; and
(j) such other information respecting the business or properties, or the condition or operations, financial or otherwise, of the Borrower substantially in or the form Guarantor or any of Exhibit 6.1their Subsidiaries as any Bank through the Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Fina Inc), 364 Day Credit Agreement (Fina Inc)
Reporting Requirements. The Borrower shallFurnish to Bank, unless or cause to be furnished to Bank, the Lender shall otherwise consent in writing, furnish to the Lenderfollowing:
a. as soon as possible, and in any event within three (a3) As calendar days after becoming aware of the occurrence or existence of each Default or Event of Default hereunder or in the reasonable business judgment of CHC, the occurrence of any event that could reasonably be expected to result in a Material Adverse Effect, a written statement of the chief financial officer of Borrower (or in his or her absence, a responsible senior officer of Borrower), setting forth details of such Default, Event of Default or change, and the action which Borrower has taken, or has caused to be taken, or proposes to take, or to cause to be taken, with respect thereto;
b. as soon as available and in any event within sixty (60) days after the end of each of the first three respective fiscal quarters of each respective fiscal year of the Borrower Energy and CHC, consolidated balance sheets of Energy and its Subsidiaries and CHC and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries , respectively, as of the end of each such fiscal quarter and (ii) consolidated and consolidating statements of operations, earnings and cash flows and stockholders' equity flow of the Borrower Energy and its Subsidiaries and CHC and its Subsidiaries, respectively, for each such fiscal quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal quarter, all in reasonable detail and duly certified by the chief financial an officer of the Borrower as Energy and CHC, respectively, having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate appropriate knowledge of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretomatters being certified;
(b) As c. as soon as available and in any event within ninety one hundred twenty (120) days after the end of each fiscal year (i) of Energy, a copy of the Borrowerannual audited report for such fiscal year for Energy and its Subsidiaries, the audited including therein consolidated balance sheet sheets of the Borrower Energy and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, earnings and cash flows and stockholders' equity flow of the Borrower Energy and its Subsidiaries for such fiscal year, in each case accompanied certified (without any Impermissible Qualification) in a manner acceptable to Bank by the unqualified opinion with respect thereto of the Borrower's Deloitte & Touche LLP or other independent public accountants acceptable to Bank and (ii) of CHC, a certification by copy of internally prepared financial statements for such accountants stating that they have reviewed this Agreement fiscal year for CHC and whetherits Subsidiaries, in making their audit, they have become aware including therein consolidated balance sheets of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower CHC and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating consolidated statements of operations, earnings and cash flows' and stockholders' equity of the Borrower and its Subsidiaries flow for such fiscal year;
(c) Not later than sixty d. as soon as possible, and in any event within 60 calendar days following after the end of each fiscal quarter during the term hereof, a compliance certificate signed prepared and certified by the chief financial officer of CHC (or in his or her absence, a responsible senior officer of CHC) and, as applicable, each other Loan Party (i) certifying that no Event of Default has occurred and is continuing (or if any Event of Default has occurred and is continuing, describing the same in reasonable detail), and (ii) setting forth in reasonable detail the computations necessary to determine whether Borrower substantially is in compliance with Section 4.4 of this Agreement as of the form end of Exhibit 6.1the applicable period.
e. promptly upon receipt thereof, copies of all management letters and other substantive reports submitted to any Loan Party by independent certified public accountants in connection with any annual audit of any such party.
f. from time to time, such other information regarding the business, affairs or financial condition of Borrower or any Loan Party as Bank may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Copano Energy, L.L.C.), Credit Agreement (Copano Energy, L.L.C.)
Reporting Requirements. The Borrower shallwill deliver, unless or cause to be delivered, to the Lender each of the following, which shall otherwise consent be in writing, furnish form and detail acceptable to the Lender:
(a) As as soon as available available, and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety 90 days after the end of each fiscal year of the Borrower, the Borrower's consolidating and consolidated audited consolidated balance sheet financial statements with the unqualified opinion of independent certified public accountants selected by the Borrower and its Subsidiaries acceptable to the Lender, which annual financial statements shall include the Borrower's balance sheet as of the end of such fiscal year and the audited consolidated related statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants income, retained earnings and cash flows for the fiscal year then ended, prepared, if the Lender so requests, on a certification consolidating and consolidated basis to include any Subsidiaries, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants accountants; and (ii) a certificate of Borrower's chief financial officer stating that they such financial statements have reviewed this Agreement been prepared in accordance with GAAP and whether, in making their audit, they have become aware whether or not such officer has knowledge of the occurrence of any Default or Event of Default and hereunder and, if so, describing its naturestating in reasonable detail the facts with respect thereto;
(b) as soon as available and in any event within 45 days after the end of each fiscal quarter, along with the related a consolidating and consolidated unaudited consolidating balance sheet and statements of income and retained earnings of the Borrower and its Subsidiaries as of at the end of and for such fiscal quarter and for the year to date period then ended, prepared, on a consolidating and consolidated basis to include any Subsidiaries, in reasonable detail and stating in comparative form the unaudited consolidating figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments; and accompanied by a certificate of Borrower's chief financial officer, substantially in the form of EXHIBIT B hereto stating (i) that such financial statements of operationshave been prepared in accordance with GAAP, cash flows' subject to year-end audit adjustments, and stockholders' equity (ii) whether or not such officer has knowledge of the Borrower occurrence of any Default or Event of Default hereunder not theretofore reported and its Subsidiaries for such fiscal yearremedied and, if so, stating in reasonable detail the facts with respect thereto;
(c) Not immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower of the type described in Section 5.12 or which seek a monetary recovery against the Borrower in excess of One Hundred Thousand Dollars ($100,000.00);
(d) as promptly as practicable (but in any event not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial five business days) after an officer of the Borrower substantially obtains knowledge of the occurrence of any breach, default or event of default under any Security Document or any event which constitutes a Default or Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of the Borrower of the steps being taken by the Borrower to cure the effect of such breach, default or event;
(e) as soon as possible and in any event within 30 days after the form Borrower knows or has reason to know that any Reportable Event with respect to any Plan has occurred, the statement of Exhibit 6.1the Borrower's chief financial officer setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation;
(f) as soon as possible, and in any event within 10 days after the Borrower fails to make any quarterly contribution required with respect to any Plan under Section 412(m) of the Internal Revenue Code of 1986, as amended, the statement of the Borrower's chief financial officer setting forth details as to such failure and the action which the Borrower proposes to take with respect thereto, together with a copy of any notice of such failure required to be provided to the Pension Benefit Guaranty Corporation;
(g) promptly upon knowledge thereof, notice of any loss of or material damage to any Collateral or other collateral covered by the Security Documents or of any substantial adverse change in any Collateral or such other collateral or the prospect of payment thereof;
(h) promptly upon their distribution, copies of all financial statements, reports and proxy statements which the Borrower shall have sent to its stockholders;
(i) promptly after the sending or filing thereof, copies of all regular and periodic reports which the Borrower shall file with the Securities and Exchange Commission or any national securities exchange;
(j) promptly upon knowledge thereof, notice of the Borrower's violation of any law, rule or regulation, the non-compliance with which could materially and adversely affect the Borrower's business or its financial condition; and
(k) from time to time, with reasonable promptness, any and all purchase agreements entered into by Borrower (whether as buyer or seller), Motor Vehicle certificates of title, Motor Vehicle lien releases, copies of checks or drafts for Motor Vehicle purchases, receivables schedules, collection reports, deposit records, equipment schedules, copies of invoices to account debtors, shipment documents and delivery receipts for goods sold, and such other material, reports, records or information as the Lender may request.
Appears in 2 contracts
Samples: Credit and Security Agreement (PetroHunter Energy Corp), Credit and Security Agreement (PetroHunter Energy Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the Borrower becomes aware of the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto;
(iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements (without exhibits) and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Fitch Rating, the Xxxxx’x Rating or the S&P Rating; and
(viii) such other information respecting the business, operations or condition, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
Reporting Requirements. The Borrower shall, unless Furnish to each Lender in the Lender shall otherwise consent manner prescribed in writing, furnish to the Lender:last paragraph of this subsection (h):
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating consolidated, and, with respect to the Borrower, consolidating, statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and consolidated, and, with respect to the audited consolidated Borrower, consolidating, statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants said officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(civ) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(f) and (iii) stating whether any change in GAAP or the form application thereof has occurred since the date of Exhibit 6.1the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;
(vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;
(viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request;
(ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c);
(x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any Subsidiary of the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and
(xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 2 contracts
Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Interstate Power & Light Co)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish provide to the LenderAdministrative Agent, in sufficient copies for distribution by the Administrative Agent to all Lenders:
(a) As as soon as available available, and in any event case within sixty 90 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, beginning with fiscal year 2007, the audited consolidated balance sheet annual financial statements of the Borrower and its Consolidated Subsidiaries audited and reported on in accordance with GAAP consistently applied (except as otherwise discussed in the notes to such financial statements), with the opinion thereon of internationally recognized independent public accountants, which financial statements shall present fairly in accordance with GAAP the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity financial condition of the Borrower and its Consolidated Subsidiaries as at the end of the relevant fiscal year and the results of the operations of the Borrower and its Consolidated Subsidiaries for such fiscal year; provided that for so long as the Borrower files a Form 10-K with the Securities and Exchange Commission, in each case accompanied the furnishing by the unqualified opinion with respect thereto Borrower to the Administrative Agent of such Form 10-K for each fiscal year of the Borrower shall satisfy the Borrower's independent public accountants ’s obligation to provide the financial statements contemplated in this clause (a);
(b) as soon as available, and a certification by such accountants stating that they have reviewed this Agreement and whetherin any case within 45 days of the end of each of the first three fiscal quarters of each year, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along beginning with the related fiscal quarter ending on June 30, 2007, the unaudited consolidating balance sheet consolidated financial statements of the Borrower and its Consolidated Subsidiaries as of the end in respect of such fiscal year and quarter prepared in accordance with GAAP, consistently applied (except as otherwise discussed in the unaudited consolidating notes to such financial statements), which financial statements shall present fairly in accordance with GAAP (subject to absence of operationsfootnotes), cash flows' and stockholders' equity the financial condition of the Borrower and its Consolidated Subsidiaries as at the end of the relevant fiscal quarter of each fiscal year and the results of the operations of the Borrower and its Consolidated Subsidiaries for such fiscal yearquarter; provided that for so long as the Borrower files a Form 10-Q with the Securities and Exchange Commission, the furnishing by the Borrower to the Administrative Agent of such Form 10-Q for each fiscal quarter of the Borrower shall satisfy the Borrower’s obligation to provide the financial statements contemplated in this clause (b);
(c) Not no later than sixty days following March 31 of each year, updated financial projections of the end Borrower for each three-year period beginning on January 1 of each fiscal quarter year commencing with such projections for the period starting on January 1, 2008, substantially in the same format previously delivered to the Lenders;
(d) concurrently with the delivery of the financial statements pursuant to clauses (a) and (b) above, a certificate signed by the chief financial officer of a Responsible Officer of the Borrower substantially in the form of Exhibit 6.1G, (i) certifying that, to the best of such Responsible Officer’s knowledge, no Default then exists or, if any Default then exists, specifying the nature and period of existence thereof and what action has been taken or is proposed to be taken with respect thereto, and (ii) providing all information and calculations necessary for determining compliance with the covenants contained in Section 7.1;
(e) copies of such other financial reports filed by any Loan Party with any Governmental Authority (including any Mexican or other securities exchange) and which are publicly available which the Administrative Agent (or any Lender through the Administrative Agent) may from time to time reasonably request; provided that the information will be furnished in Spanish unless information is provided publicly in English;
(f) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower obtains knowledge of any Default or Event of Default, a certificate signed by a Responsible Officer of the Borrower, describing such Default or Event of Default and the steps that the Borrower proposes to take in connection therewith;
(g) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, notice of any litigation, claim, investigation, arbitration or other proceeding pending or, to such Responsible Officer’s knowledge, threatened in writing against any Loan Party: (i) that could give rise to a Lien on any of its Properties, other than Permitted Liens, or (ii) that could reasonably be expected to have a Material Adverse Effect;
(h) promptly (and, in any event, within five Business Days) after a Responsible Officer of the Borrower obtains knowledge thereof, notice of any other event or development that could reasonably be expected to have a Material Adverse Effect and the actions proposed to be taken with respect thereto; and
(i) from time to time, as soon as reasonably practicable, such other information with respect to the Loan Parties, the Loan Documents and/or the transactions contemplated hereby or thereby as any Lender (through the Administrative Agent) or the Administrative Agent may reasonably request. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
Appears in 2 contracts
Samples: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated statement of operations and consolidating statements of operations, cash flows and stockholders' equity comprehensive income of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsoperations and comprehensive income, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto;
(iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to its security holders generally, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Xxxxx’x Rating, the Fitch Rating or the S&P Rating; and
(viii) such other information respecting the condition, operations or business, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Event of Default or Unmatured Event of Default or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on the Borrower’s Internet website). Any document readily available on-line through the “Electronic Data Gathering Analysis and Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange Commission (or any succeeding Governmental Authority), shall be deemed to have been furnished to the Administrative Agent for purposes of this Section 5.01(b) when the Borrower sends to the Administrative Agent notice (which may be by electronic mail) that such documents are so available. Notwithstanding the foregoing, the Borrower agrees that, to the extent requested by the Administrative Agent or any Lender, it will continue to provide “hard copies” of Communications to the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Electronic Systems or a substantially similar electronic transmission system. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.
Appears in 2 contracts
Samples: Credit Agreement (Atlantic City Electric Co), Credit Agreement (Atlantic City Electric Co)
Reporting Requirements. The Borrower shall, unless From the Lender shall otherwise consent in writing, furnish Effective Date through the Term End Date (and for any period following the termination of this Agreement to the Lender:
extent relating back to the Term), Seller shall provide to Buyer the following information (atogether, the “Annual GHG Reports”): On or before the fifth (5th) As soon as available and Business Day following Seller’s timely submission to the CARB (or any other authorized Governmental Authority having jurisdiction in any event within sixty days after the end of each California) of the first three quarters of each fiscal year CARB Mandatory GHG Emissions Annual Report, or such other annual report submitted to the CARB, detailing the Greenhouse Gas emissions of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries Generating Facility for the period commencing at applicable calendar year (as verified by an independent third party, if applicable) (the “CARB Annual Report”), Seller shall deliver such CARB Annual Report to Buyer; and To the extent not set forth in the CARB Annual Report (or if Seller is no longer required to submit the CARB Annual Report for any reason), then Seller shall submit to Buyer, along with the CARB Annual Report (or, if Seller is no longer required to submit the CARB Annual Report for any reason, then on the sixtieth (60th) Business Day following the end of the previous fiscal year applicable calendar year), the following information for the applicable calendar year, which, in each case, must be verifiable and ending with of settlement quality: (1) the end Useful Thermal Energy Output of such quarterthe Generating Facility; and (2) total fuel usage of the Generating Facility; and (3) the total amount of Greenhouse Gas emissions attributable to the Generating Facility, all in reasonable detail the electrical energy used to serve the Site Host Load, and duly certified the Useful Thermal Energy Output of the Generating Facility; and (4) the total electrical energy produced by the chief financial officer Generating Facility, the electrical energy used to serve the Site Host Load, and the electric energy delivered to Buyer; and (5) the number of Allowances (including Free Allowances) held or surrendered by Seller for such calendar year during any period where the Borrower as having been prepared XXX Period Energy Price is calculated based on the GHG Floor Test. If Buyer requires any other information not delineated in Section 3(a) of this Exhibit S in order to comply with any Greenhouse Gas emissions reporting requirements adopted by the CARB or by any other Governmental Authority and imposed on Buyer (other than the information that Seller must provide in accordance with generally accepted accounting principles consistently applied (subject to addition Section 3(c) of notes and ordinary year-end audit adjustmentsthis Exhibit S), together then Buyer shall promptly meet and confer with the Trade Organizations regarding such other information that Buyer requires and negotiate in good faith to reach a certificate mutually acceptable agreement. Xxxxxx agrees and acknowledges that it shall be bound by any agreement between Buyer and the Trade Organizations, in accordance with the foregoing. Buyer will review the Annual GHG Reports described in this Section 3 to determine if there is any discrepancy in the payments made by Buyer to Seller for GHG Compliance Costs during the course of the chief financial officer applicable calendar year. To the extent Buyer determines that there is any such discrepancy, (i) if Buyer owes Seller an additional payment for GHG Compliance Costs, then Buyer shall make such additional payment in a subsequent monthly payment to Seller under this Agreement, or (ii) if Seller owes Buyer a payment refund for GHG Compliance Costs, then Buyer shall offset such payment refund amount in a subsequent monthly payment to Seller under this Agreement. If this Agreement terminates before Buyer is able to make such additional payment for GHG Compliance Costs or offset such GHG Compliance Costs payment refund from Seller’s monthly payments, as applicable, then Buyer or Seller, as applicable, shall pay all remaining payment amounts due within the thirty- (30) day period after the termination of this Agreement. To the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action extent that the Borrower proposes to take information provided by the disclosing Party in accordance with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrowerthis Section 3 is Confidential Information, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of receiving Party shall treat such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along Confidential Information with the related unaudited consolidating balance sheet same degree of care that it currently treats the Borrower data and its Subsidiaries as of information provided by Qualifying Cogeneration Facilities under the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1existing Qualifying Cogeneration Facilities monitoring compliance program.
Appears in 2 contracts
Samples: Power Purchase and Sale Agreement, Power Purchase and Sale Agreement
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 5 days after the end of each of due date for Xxxxx Xxxxx to have filed its Quarterly Report on Form 10-Q with the Commission for the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a year, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower Xxxxx Xxxxx and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, earnings and cash flows and stockholders' equity of the Borrower Xxxxx Xxxxx and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoXxxxx Xxxxx;
(bii) As as soon as available and in any event within ninety 15 days after the end of due date for Xxxxx Xxxxx to have filed its Annual Report on Form 10-K with the Commission for each fiscal year year, a copy of the Borrower, the audited consolidated balance sheet of the Borrower financial statements for such year for Xxxxx Xxxxx and its Subsidiaries Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the end date of such fiscal year and the audited consolidated statements of operationsthis Agreement, cash flows and stockholders' equity are one of the Borrower “big four” accounting firms);
(iii) all reports which Xxxxx Xxxxx sends to any of its shareholders, and its Subsidiaries for such fiscal year, in each case accompanied copies of all reports on Form 8-K (or any successor forms adopted by the unqualified opinion Commission) which Xxxxx Xxxxx files with respect thereto the Commission;
(iv) as soon as possible and in any event within five days after obtaining actual knowledge thereof, notice of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware occurrence of any Default or each Event of Default and if soeach event which, describing its nature, along with the related unaudited consolidating balance sheet giving of notice or lapse of time, or both, would constitute an Event of Default, continuing on the Borrower and its Subsidiaries as of the end date of such fiscal year and the unaudited consolidating statements statement, a statement of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or treasurer of Xxxxx Xxxxx setting forth details of such Event of Default or event and the action which Xxxxx Xxxxx has taken and proposes to take with respect thereto; and
(v) such other information respecting the condition or operations, financial or otherwise, of Xxxxx Xxxxx, the Parent Borrower substantially or any Major Subsidiary as any Lender through the Administrative Agent may from time to time reasonably request. In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above, Xxxxx Xxxxx or the form Parent Borrower may make such items available on the Internet at xxx.xxx.xxx or another website identified by Xxxxx Xxxxx or the Parent Borrower to the Administrative Agent (which website includes an option to subscribe to a free service alerting subscribers by e-mail of Exhibit 6.1new Commission filings) or any successor or replacement website thereof, or by similar electronic means.
Appears in 2 contracts
Samples: Credit Agreement (Kraft Heinz Co), Credit Agreement (Kraft Heinz Co)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish directly to the Lender:Bank: ----------------------
(ai) As as soon as available and in any event within sixty 120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statements of cash flows and changes in stockholders' equity of the Borrower and its consolidated Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date and period in the prior fiscal year, and all prepared in accordance with generally accepted accounting principles and as to the consolidated statements accompanied by an opinion thereon acceptable to the Bank by independent accountants of national standing selected by the Borrower;
ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such quarter and (ii) a consolidated and consolidating income statement and statements of operations, cash flows and stockholders' equity of the Borrower and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly stating in comparative form the respective consolidated and consolidating figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with generally accepted accounting principles and certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments);
iii) promptly upon receipt thereof, together copies of any reports submitted to the Borrower or any of its Subsidiaries by independent certified public accountants in connection with examination of the financial statements of the Borrower or any such Subsidiary made by such accountants;
iv) simultaneously with the delivery of the financial statements referred to above, a certificate of the chief financial officer Chief Financial Officer of the Borrower stating (i) certifying that to the best of his knowledge no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes which is proposed to take be taken with respect thereto, and (ii) with computations demonstrating compliance with the covenants contained in Sections 5c, 5d, 5e and 5f;
(bv) As promptly after the commencement thereof, notice of each action, suit, and proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries;
vi) as soon as available and in any event within ninety days possible after the end occurrence of each fiscal year Default or Event of Default, a written notice setting forth the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end details of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if sothe action which is proposed to be taken by the Borrower with respect thereto;
vii) at all times indicated in (i) above, describing a copy of the management letter prepared by the independent auditors;
viii) as soon as available, (A) each financial statement, report, notice and proxy statement sent or made available by the Borrower or by any Subsidiary to holders of its naturestock generally, along (B) each periodic or special report, registration statement, prospectus and other written communication other than a transmittal letter filed by the Borrower or by any Subsidiary with, and each written communication received by the Borrower or by any Subsidiary from, any securities exchange or the Securities and Exchange Commission, (C) each annual report relating to any Pension Plan and filed with the related unaudited consolidating balance sheet Internal Revenue Service, with the Department of Labor or with the Pension Benefit Guaranty Corporation and (D) each press release and other statement made available by the Borrower or by any Subsidiary to the public generally and relating to the business, operations, assets, affairs or condition (financial or other) of the Borrower or of any Subsidiary;
ix) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower and any of its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Bank may reasonably request.
Appears in 2 contracts
Samples: Corporate Revolving and Term Loan Agreement (Dset Corp), Corporate Revolving and Term Loan Agreement (Dset Corp)
Reporting Requirements. The During the term of this Loan Agreement, the Borrower shall, unless the Lender shall otherwise consent in writing, furnish or cause to be furnished to the Administrative Agent and each Lender:
(ai) As (A) with respect to the Borrower (x) commencing with the fiscal year ending in 2015, as soon as available and in any event within sixty forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower Borrower, a copy of the unaudited financial statements of the Borrower, and its Subsidiaries,
(i) so long as such unaudited financial statements are on a consolidated basis and consolidating balance sheet include the Borrower, those of the Borrower and its Subsidiaries Parent, as of the end of such quarter and (ii) consolidated and consolidating statements of operationsmonth, cash flows and stockholders' equity certified by an officer or director of the Borrower or the Parent (which certification shall state that the related balance sheets and its Subsidiaries statements fairly present the financial condition and results of operations for such fiscal quarter and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the period commencing at same form and scope as the end of the previous fiscal year and ending relevant certification delivered in connection with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustmentsfiling), together with delivery of which financial statements shall be accompanied by a certificate of such officer or director to the chief financial officer of the Borrower stating effect that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a an Event of Default or an Unmatured Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (y) as soon as available, and in any event within two-hundred seventy (270) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending in 2015), a statement copy of the audited annual balance sheet for such fiscal year of the Borrower, and so long as such audited annual balance sheet is on a consolidated basis and includes the Borrower, those of the Parent, as at the end of such fiscal year, together with the related audited statements of earnings, stockholders’ equity and cash flows for such fiscal year, certified by an officer or director of the Borrower or the Parent (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal year, subject to year-end audit adjustments and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing), delivery of which balance sheets and statements shall be accompanied by a certificate of such officer or director to the nature effect that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if an Event of Default or Unmatured Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (B) if Imperial is no longer a Publicly Traded Company or if Imperial fails to timely make any necessary filings with the Securities and Exchange Commission, (x) as soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of Imperial, a copy of the unaudited financial statements of Imperial, as of the end of such month, certified by an officer or director of Imperial (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal quarter and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing) and (y) as soon as available, and in any event within two-hundred seventy (270) days after the end of each fiscal year of Imperial, a copy of the audited annual balance sheet for such fiscal year of Imperial as at the end of such fiscal year, together with the related audited statements of earnings, stockholders’ equity and cash flows for such fiscal year, certified by an officer or director of Imperial (which certification shall state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal year, subject to year-end audit adjustments and, if financial statements are publicly filed by Imperial pursuant to applicable securities laws, such certification shall be in the same form and scope as the relevant certification delivered in connection with such filing);
(ii) as soon as possible and in any event within two (2) Business Days after any officer of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Servicer, the Guarantor or Imperial has actual knowledge of, (A) the occurrence of an Event of Default or an Unmatured Event of Default, an officer’s certificate of the Borrower setting forth details of such event and the action that the Borrower proposes to take with respect theretothereto and (B) the downgrade, withdrawal or suspension of the financial strength rating of any Issuing Insurance Company, notice to the Administrative Agent thereof;
(biii) As a copy of the Servicer Report on each Servicer Report Date;
(iv) promptly, from time to time, such other information, documents, records or reports respecting the Collateral, the Subject Policies or the condition or operations, financial or otherwise, of the Borrower as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent or any Lender under or as contemplated by this Loan Agreement and the other Transaction Documents, including but not limited to, upon each sale of a Pledged Policy, a report that shall include such information as the Administrative Agent shall reasonably request, calculated as of before such sale and after such sale, taking into account the application of the proceeds of such sale;
(v) as soon as available and in possible upon learning of the death of any event within ninety days after Insured, an email notification to the end Administrative Agent of each fiscal year (A) the identity of such Insured, (B) the cost basis (purchase price paid by the first person that purchased such Pledged Policy that was an Affiliate of the Borrower, the audited consolidated balance sheet Parent, a Seller or Imperial or, if such Pledged Policy was acquired by such Affiliate in a foreclosure process, the amount of the Borrower indebtedness allocated to such Pledged Policy by such Affiliate plus any additional accrued and its Subsidiaries unpaid interest thereon as of the end date of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearforeclosure and, in each case accompanied by case, plus premiums paid thereon after the unqualified opinion date of foreclosure or purchase, as applicable, and until the Closing Date) of the Pledged Policy relating to such Insured, (C) the Net Death Benefit of the Pledged Policy relating to such Insured, (D) the two (2) Life Expectancy Reports delivered with respect thereto to such Insured relating to the applicable Advance and the names of the Pre-Approved Medical Underwriters which provided such Life Expectancy Reports, (E) the date the Pledged Policy was first acquired by an Affiliate of the Borrower's independent public accountants , the Parent, a Seller, or Imperial relating to such Insured and a certification by such accountants stating that they have reviewed this Agreement (F) the date of birth and whether, in making their audit, they have become aware date of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end death of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearInsured;
(cvi) Not no later than sixty days following the end Closing Date, and thereafter on December 1 of each fiscal quarter a certificate signed by calendar year (including the chief financial officer of the Borrower current calendar year), an annual budget substantially in the form of Exhibit 6.1E (each, an “Annual Budget”). Within five (5) Business Days of delivery of the first such Annual Budget, and thereafter within twenty (20) Business Days of delivery of each subsequent Annual Budget to the Administrative Agent and each Lender, the Required Lenders will specify to the Administrative Agent, and the Administrative Agent will advise the Borrower the amount they have approved in their sole and absolute discretion for funding through Advances and/or Collections in respect of Expenses and scheduled Premiums on the Pledged Policies for (a) in the case of the first such Annual Budget, the current calendar year, and (b) in the case of any subsequent Annual Budget the succeeding calendar year; provided that at any time, in their sole and absolute discretion, the Required Lenders may notify the Administrative Agent and Borrower that they approve increases in such amounts or direct decreases in such amounts; and
(vii) to the extent not prohibited by Applicable Law, within two (2) Business Days after receipt, all notices, communications and other information (including medical information) related to a Pledged Policy or related Insured.
Appears in 2 contracts
Samples: Loan and Security Agreement (Emergent Capital, Inc.), Loan and Security Agreement (Imperial Holdings, Inc.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender:
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of income, consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Quarterly Report on Form 10-Q for such quarter shall be deemed to satisfy such financial statement delivery requirements;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied in reasonable detail and duly certified by the unqualified opinion a Senior Financial Officer as having been prepared in accordance (in all material respects) with respect thereto generally accepted accounting principles, together with a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the related unaudited consolidating balance sheet Borrower's Annual Report on Form 10-K (containing such statements) or Current Report on Form 8-K (containing such statements) for such year shall be deemed to satisfy such financial statement delivery requirements;
(iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower and its Subsidiaries as or any ERISA Affiliate of the end Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such fiscal year ERISA Event and the unaudited consolidating action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;
(v) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC, copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(vi) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $25,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;
(vii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.01(d) or (B) for which the Administrative Agent and the Lenders will be entitled to indemnity under Section 8.04(c);
(viii) promptly after the sending or filing thereof, copies of all such information statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements (other than registration statements related to employee benefits plans) and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange;
(ix) such information concerning the Borrower's Year 2000 Programs as the Administrative Agent may reasonably request; and
(x) promptly after requested, such other information respecting the business, properties, results of operations, cash flows' and stockholders' equity prospects, revenues, condition or operations, financial or otherwise, of the Borrower and or any of its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end including, but not limited to, copies of each fiscal quarter a certificate signed by Schedule B (Actuarial Information) to the chief financial officer of annual report (Form 5500 Series) filed with the Borrower substantially in Internal Revenue Service) as the form of Exhibit 6.1Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Commonwealth Edison Co), 364 Day Credit Agreement (Commonwealth Edison Co)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender:
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(civ) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(h) and (iii) stating whether any change in GAAP or the form application thereof has occurred since the date of Exhibit 6.1the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;
(vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;
(viii) promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request;
(ix) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c);
(x) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and
(xi) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 2 contracts
Samples: Credit Agreement (Interstate Power & Light Co), Credit Agreement (Interstate Power & Light Co)
Reporting Requirements. The Furnish to each Lender: (i) as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower shall, unless the Lender shall otherwise consent in writing, furnish proposes to the Lender:
take with respect thereto; (aii) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently consistent with those applied (subject in the preparation of the financial statements referred to addition in Section 5(d) of notes and ordinary year-end audit adjustments)the Support Agreement, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
; (biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case (x) accompanied by the unqualified opinion audit report of Arthur Andersen & Co. or another nationally-recognized xxxxpexxxxx xxblic accounting firm acceptable to the Majority Lenders if at any time during such fiscal year the Reference Ratings were Baa2 or lower (in the case of Moody's) or BBB or lower (in the case of S&P) or (y) in xxxxxxable detail and duly certified by a Senior Financial Officer as having been prepared in accordance (in all material respects) with respect thereto generally accepted accounting principles consistent with those applied in the preparation of the Borrower's independent public accountants and financial statements referred to in Section 5(d) of the Support Agreement, together with a certification by such accountants certificate of a Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; (iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the related unaudited consolidating balance sheet definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto; (v) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan; (vi) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan (if any) to which the Borrower or any ERISA Affiliate of the Borrower is a contributing employer; (vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $250,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable; (viii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.01(g) or (B) for which the Agent, the Lenders will be entitled to indemnity under Section 8.04(c); (ix) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or the Parent files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and (x) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as of the end of such fiscal year and Agent or any Lender through the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Ies Utilities Inc), Credit Agreement (Ies Utilities Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender:
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(iv) concurrently with the related unaudited consolidating balance sheet delivery of the financial statements referred to in clauses (ii) and (iii) above (each a “Report”), a certificate signed by the principal executive officer and the principal financial officer of the Borrower(each, a “Certifying Officer”) certifying that (i) each Certifying Officer has reviewed the Report; (ii) based on such Certifying Officer’s knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (iii) based on such Certifying Officer’s knowledge, the financial statements, and other financial information included in the Report, fairly represent in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries as of of, and for, the end of period presented in the Report; (iv) such fiscal year Certifying Officer and the unaudited consolidating statements of operations, cash flows' other Certifying Officer (A) are responsible for establishing and stockholders' equity of maintaining internal controls; (B) have designed such internal controls to ensure that material information relating to the Borrower and its Subsidiaries is made known to such officers by others within the entities, particularly during the period in which the periodic reports are being prepared; (C) have evaluated the effectiveness of the internal controls of the Borrower as of a date within 90 days prior to the Report; and (D) have presented in the Report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date; (v) such Certifying Officer and the other Certifying Officer have disclosed to the auditors and the audit committee of the Board of Directors of the Borrower (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the ability of the Borrower to record, process, summarize, and report financial data and have identified for the Borrower’s auditors any material weakness in internal controls; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Borrower; and (vi) such fiscal year;
(c) Not later than sixty days following Certifying Officer and the end other Certifying Officer have indicated in the Report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls or in other factors that could significantly affect internal controls subsequent to the date of each fiscal quarter a their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Furthermore, such certificate signed by the chief Certifying Officers shall (i) certify as to whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) set forth in reasonable detail calculations demonstrating compliance with Section 5.02(i) and (iii) state whether any change in GAAP or the application thereof has occurred since the date of the audited financial officer statements referred to in Section 4.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower substantially or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;
(vi) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(vii) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $250,000 pursuant to Section 4202 of ERISA in respect of which the form Borrower or such ERISA Affiliate is reasonably expected to be liable;
(viii) promptly after the Borrower becomes aware of Exhibit 6.1the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.01(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.04(c);
(ix) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and
(x) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or any Lender through the Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Reporting Requirements. The Borrower shall, unless Furnish to each Lender in the Lender shall otherwise consent manner prescribed in writing, furnish to the Lender:last paragraph of this subsection (h):
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case such consolidated statements to be accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the unqualified opinion scope of such audit, together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants said officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the related unaudited consolidating balance sheet of Securities and Exchange Commission for any year shall satisfy the Borrower and its Subsidiaries as of the end of Borrower’s obligation under this Section 5.1(h)(iii) with respect to such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1
Appears in 2 contracts
Samples: Credit Agreement (Alliant Energy Corp), Credit Agreement (Alliant Energy Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders or make available on the internet at xxx.xxx.xxx (or any successor or replacement website thereof), if such website includes an option to subscribe to a free service alerting subscribers by e-mail of new U.S. Securities and Exchange Commission filings, if available, or by similar electronic means:
(ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a PMI, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower PMI and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower PMI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of PMI;
(A) as soon as available and in any event within 100 days after the Borrower end of each fiscal year of PMI, a copy of the consolidated financial statements for such year for PMI and its Subsidiaries audited by PricewaterhouseCoopers LLP (or other independent auditors which, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms); and
(B) all reports which PMI sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the U.S. Securities and Exchange Commission) which PMI files with the Securities and Exchange Commission;
(ii) as soon as possible and in accordance with generally accepted accounting principles consistently applied (subject to addition any event within five days after the occurrence of notes each Event of Default and ordinary year-end audit adjustments)each Default, together with continuing on the date of such statement, a certificate statement of the chief financial officer or treasurer of the Borrower stating that no Default or PMI setting forth details of such Event of Default has occurred and is continuing or, if a or Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower which PMI has taken and proposes to take with respect thereto;
(biii) As soon as available and in any event within ninety 60 days after the end of each fiscal year quarter of the BorrowerPMI, the audited consolidated balance sheet a statement of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or treasurer of PMI certifying compliance with the Borrower substantially in requirements of Section 5.1(b) and setting forth the form relevant calculations; and
(iv) such other historical information respecting the condition or operations, financial or otherwise, of Exhibit 6.1PMI or any Major Subsidiary as any Lender through the Facility Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Philip Morris International Inc.), Credit Agreement (Philip Morris International Inc.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(bii) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto of the Borrower's by Deloitte & Touche LLP or other independent public accountants acceptable to the Required Lenders;
(iii) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware statement of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(iv) promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange;
(v) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and
(vi) such other information respecting the Borrower or any of its Subsidiaries as of any Lender through the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Michigan Consolidated Gas Co /Mi/), Credit Agreement (Detroit Edison Co)
Reporting Requirements. The Borrower shall, unless 10.3.1 From the Lender shall otherwise consent in writing, furnish to the Lender:
(a) As soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at SRAC Commencement Date through the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer term of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied Applicable PPA (subject and for any period following the termination of the Applicable PPA to addition the extent relating back to the term of notes and ordinary year-end audit adjustmentsthe Applicable PPA), together with a certificate Seller shall provide to Buyer the following information (together, the Annual GHG Reports):
10.3.1.1 On or before the fifth (5th) Business Day following Seller's timely submission to CARB (or any other authorized Governmental Authority having jurisdiction in California) of the chief financial officer CARB Mandatory GHG Emissions Annual Report, or such other annual report submitted to CARB, detailing the GHG emissions of the Borrower stating that no Default or Event of Default has occurred and is continuing orGenerating Facility for the applicable calendar year (as verified by an independent third party, if a Default applicable) (the CARB Annual Report), Seller shall deliver such CARB Annual Report to Buyer; and
10.3.1.2 To the extent not set forth in the CARB Annual Report (or an Event of Default has occurred and if Seller is continuingno longer required to submit the CARB Annual Report for any reason), a statement as then Seller shall submit to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its natureBuyer, along with the related unaudited consolidating balance sheet of CARB Annual Report (or, if Seller is no longer required to submit the Borrower and its Subsidiaries as of CARB Annual Report for any reason, then on the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
sixtieth (c60th) Not later than sixty days Business Day following the end of the applicable calendar year), the following information for the applicable calendar year, which, in each fiscal quarter a certificate signed case, must be verifiable and of settlement quality: (1) the Useful Thermal Energy Output of the Generating Facility; (2) total fuel usage of the Generating Facility; (3) the total amount of GHG emissions attributable to the Generating Facility, the electrical energy used to serve the Site Host Load, the Useful Thermal Energy Output of the Generating Facility; (4) the total electrical energy produced by the chief financial officer Generating Facility, the electrical energy used to serve the Site Host Load, and the energy delivered to Buyer; and (5) the number of Allowances (including Free Allowances) held and/or surrendered by Seller for such calendar year (during any period where the Borrower substantially SRAC energy price is calculated in accordance with Section 10.2.2).
10.3.2 If Buyer requires any other information not delineated in Section 10.3.1 in order to comply with any GHG emissions reporting requirements adopted by CARB and/or by any other Governmental Authority and imposed on Buyer (other than the information that Seller must provide in accordance with Section 10.3.3), then SCE, SDG&E and PG&E, on the one hand, and CAC, EPUC, CCC and IEP, on the other hand, shall promptly meet and confer regarding such other information that Buyer requires and negotiate in good faith to reach a mutually acceptable agreement. Buyer and Seller shall be bound by any agreement as to any information required by Xxxxx, as described in the form foregoing, between PG&E, SCE and SDG&E, on the one hand, and CAC, EPUC, CCC and IEP, on the other hand, in accordance with the foregoing.
10.3.3 Each Party shall deliver to the other Party, or before the tenth (10th) Business Day following receipt of Exhibit 6.1a notice from the other Party, such information as such other Party is required to report to any authorized Governmental Authority pursuant to the Settlement.
10.3.4 To the extent that the information provided by the disclosing Party in accordance with this Section 10.3 is Confidential Information, the receiving Party shall treat such Confidential Information with the same degree of care that it currently treats the data and information provided by QFs under the existing CHP QF Compliance Monitoring Program.
Appears in 2 contracts
Samples: CHP Program Settlement Agreement, CHP Program Settlement Agreement
Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the Administrative Agent, with sufficient copies for each Lender, the following:
(ai) As promptly after becoming aware of the occurrence of any Event of Default continuing on the date of such statement, the statement of an Authorized Officer of the Borrower setting forth details of such Event of Default and the action that the Borrower has taken or proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower and its Subsidiaries,
(i) a Borrower, consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (in the case of such statements that are unaudited, subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof adjustments and the action that the Borrower proposes to take with respect theretoexclusion of detailed footnotes);
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as of the end of such fiscal year Subsidiaries, containing consolidated and the audited consolidated consolidating financial statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied year certified by the unqualified opinion with respect thereto of the Borrower's PricewaterhouseCoopers LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing as fairly presenting, in making their auditall material respects, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet financial position of the Borrower and its Subsidiaries as of at the end of such fiscal year and the unaudited consolidating results of their operations and their cash flows for the three-year period ending as at the end of such year in conformity with GAAP;
(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of operationsthe chief financial officer, cash flows' and stockholders' equity treasurer, assistant treasurer or controller of the Borrower (A) stating whether the Borrower has any knowledge of the occurrence and its Subsidiaries for continuance at the date of such fiscal yearcertificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratio contemplated by Section 5.02 hereof, as of the date of the most recent financial statements accompanying such certificate, to show the Borrower’s compliance with or the status of the financial covenant contained in Section 5.02 hereof;
(cv) Not later than sixty promptly after the sending or filing thereof, copies of any reports that the Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K, if any, that the Borrower or any of its Subsidiaries files with the SEC;
(vi) as soon as possible and in any event within 20 days following after the end Borrower or any member of each fiscal quarter the Controlled Group knows or has reason to know that any Termination Event with respect to any Plan has occurred or is reasonably likely to occur, that would reasonably be expected to result in liability exceeding $100,000,000 to the Borrower or such member of the Controlled Group, a certificate signed by statement of the chief financial officer of the Borrower substantially describing such Termination Event and the action, if any, that the Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto;
(vii) promptly upon reasonable request by the Administrative Agent or any Lender, after the filing thereof with the Department of Labor, copies of each Schedule SB (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan;
(viii) promptly upon request and in any event within five Business Days after receipt thereof by the Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such member of the Controlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
(ix) promptly and in any event within five Business Days after Xxxxx’x or S&P has changed any relevant Reference Rating, notice of such change;
(x) promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence;
(xi) promptly after the Borrower becomes aware of any change in the form information provided in a Beneficial Ownership Certification that would result in a change to the list of Exhibit 6.1beneficial owners identified in parts (c) or (d) of such certification, a written notice specifying any such change; and
(xii) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that the Borrower or any Subsidiary files with the SEC or any national securities exchange, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. The financial statements and reports described in paragraphs (ii), (iii) and (v) above will be deemed to have been delivered hereunder if publicly available on the SEC’s XXXXX Database or on FE’s website no later than the date specified for delivery of same under paragraph (ii), (iii) or (v), as applicable, above; provided, that the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. If any financial statements or report described in paragraph (ii), (iii) or (v) above is due on a date that is not a Business Day, then such financial statements or report shall be delivered on the next succeeding Business Day. The Borrower hereby acknowledges that (A) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debtdomain, IntraLinks, SyndTrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Firstenergy Corp), Term Loan Credit Agreement (Firstenergy Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:
(a) As (i) as soon as available and in any event within sixty 60 days after the end of each fiscal year of the first three quarters Borrowers, the following financial statements and (ii) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Borrowers, the following financial statements accompanied by an opinion thereon acceptable to the Lender by an independent accountant of national standing selected by the Borrowers and its Subsidiaries,
(i) acceptable to the Lender: a consolidated and consolidating balance sheet of the Borrower Borrowers and its their Consolidated Subsidiaries as of the end of such quarter fiscal year and (ii) a consolidated income statement and consolidating statements statement of operations, cash flows flow and statement of changes in stockholders' equity of the Borrower Borrowers and its their Consolidated Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated figures for the corresponding date and period in the prior fiscal year and all prepared in accordance with GAAP;
(b) as soon as available and in any event within 7 days after the end of each month of each fiscal year of the Borrowers, a consolidated balance sheet of the Borrowers and their Consolidated Subsidiaries as of the end of such month and a consolidated income statement and statement of cash flow and statement of changes in stockholders' equity, of the Borrowers and their Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quartermonth, all in reasonable detail and duly stating in comparative form the respective consolidated figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with GAAP and certified by either the chief financial officer or the chief accounting officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied Borrowers (subject to addition of notes and ordinary year-end audit adjustments);
(c) on or before June 26, 1998, financial and cash flow projections, in form and substance satisfactory to the Lender, which may be the Budget, for the period ending September 25, 1998, with weekly (provided by the close of business each Monday) compliance updates showing actual sources and uses and line item and backup compliance with the Budget for the prior week;
(d) promptly upon receipt by Borrowers, but in any event no later than 24 hours thereafter, copies of all consultants' reports, investment bankers' reports, accountants' management letters, business plans and similar documents. The Borrowers shall not be obligated to provide copies of any such documents, however, which are subject to any privilege and as to which disclosure to the Lender would cause such privilege to be waived, but if the Borrowers claim that any document is so privileged, they shall promptly provide the Lender with a letter describing the document and stating the basis for such claim of privilege;
(e) copies of all proposed pleadings, motions, applications, financial information and other papers and documents to be filed or received by the Borrowers in the Chapter 11 Cases pertaining to the Loans, the Disclosure Statement or the Chapter 11 Plan, with sufficient time to permit review by Lender;
(f) promptly upon their becoming available, but in any event no later than 24 hours thereafter, copies of all (i) reports, financial statements or other information delivered by the Borrowers to their shareholders generally or to the members of any creditors' committee appointed in the Chapter 11 Cases, (ii) reports, proxy statements, financial statements and other information generally distributed by the Borrowers to their creditors or the financial community in general and (iii) audit or other reports submitted to the Borrowers by independent accountants in connection with any annual, interim or special audit of the Borrowers;
(g) promptly upon becoming aware of any Event of Default or Default, notice thereof, together with a certificate written statement of the chief financial officer or the chief accounting officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to Borrowers setting forth the nature details thereof and the any action that the Borrower proposes to take with respect theretothereto taken or contemplated to be taken by the Borrowers;
(bh) As soon as available and promptly upon becoming aware thereof, but in any event within ninety days no later than 24 hours after Borrowers learn of such event, notice of any event which the end of each fiscal year Borrowers believe in good faith is reasonably likely to have, or actually has had, a material effect on the condition (financial or otherwise), business, operation or prospects of the Borrower, the audited consolidated balance sheet Borrowers or any of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearSubsidiaries;
(ci) Not later than sixty days following promptly upon Borrowers becoming aware of such proceedings, notice of all legal and arbitral proceedings, and of all proceedings by or before any governmental or regulatory authority or agency, and any material development in respect of such legal or other proceedings, against or affecting the end Borrowers or any of each fiscal quarter a certificate signed by their Subsidiaries; and
(j) such other information and in such form as the chief financial officer of Lender may reasonably request, such as ad hoc intra-week or daily requests for the Borrower substantially in the form of Exhibit 6.1Borrowers' line item cash position, cash flow forecasts or current payables or balance sheet information from time to time.
Appears in 2 contracts
Samples: Credit Agreement (Geotek Communications Inc), Credit Agreement (Chatterjee Purnendu)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the Borrower becomes aware of the existence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, after due inquiry, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto;
(iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements (without exhibits) and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Fitch Rating, the Xxxxx’x Rating or the S&P Rating; and
(viii) such other information respecting the business, operations or condition, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or (v) relates to a request for an extension of the scheduled Termination Date pursuant to Section 2.17 or an increase in the Commitments pursuant to Section 2.18 (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on Exelon’s or the Borrower’s Internet website). Notwithstanding the foregoing, the Borrower agrees that, to the extent requested by the Administrative Agent or any Lender, it will continue to provide “hard copies” of Communications to the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Commonwealth Edison Co)
Reporting Requirements. The Borrower shallEach of Newark, unless the Lender each Newark Subsidiary, VCP Exportadora and VCP shall otherwise consent in writing, furnish provide to the Lender:Administrative Agent (who shall promptly distribute to the Lenders):
(a) As as soon as available and in any event within sixty 120 days after the end of each of the first three quarters last day of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating VCP Exportadora, annual audited financial statements of operationsVCP Exportadora, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end opinion thereon of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as internationally recognized independent public accountants satisfactory to the nature thereof Administrative Agent, and the action that the Borrower proposes to take with respect thereto;
(b) As as soon as available and in any event within ninety 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP Exportadora, quarterly unaudited financial statements of VCP Exportadora as at and for the Borrower, quarterly period ending on the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with GAAP,
(b) as soon as available and in any event within 120 days after the last day of each fiscal year and the audited consolidated of Newark, annual unaudited financial statements of operations, cash flows and stockholders' equity of the Borrower Newark and its Subsidiaries for such fiscal yearconsolidated Subsidiaries, and as soon as available and in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty event within 60 days following after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of Newark, quarterly unaudited financial statements of Newark and its consolidated Subsidiaries as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with GAAP;
(c) as soon as available and in any event within 120 days after the last day of each fiscal year of VCP, annual audited consolidated financial statements of VCP, with the opinion thereon of internationally recognized independent public accountants satisfactory to the Administrative Agent, and as soon as available and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP, quarterly unaudited consolidated financial statements of VCP as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with both GAAP and U.S. GAAP,
(d) each time financial statements are required to be delivered under clause (a), (b) or (c), a certificate signed by of the chief financial officer (or more senior officer) of VCP Credit Agreement 42 Exportadora, Newark or VCP, as applicable: (i) with respect to VCP only, providing a calculation (in reasonable detail) of the Borrower substantially Debt Service Coverage Ratio, the Net Debt to EBITDA Ratio and the Total Debt to Total Capitalization Ratio as of the end of the most recent Fiscal Semester (or most recent fiscal quarter, in the form case of Exhibit 6.1the Debt Service Coverage Ratio), and (ii) certifying that his/her review has not disclosed the existence of a Default or, if any Default then exists, specifying the nature and period of existence thereof and what action Newark, the Newark Subsidiaries, VCP Exportadora and/or VCP has taken or proposes to take with respect thereto,
(e) within two Business Days after either Newark, either Newark Subsidiary, VCP Exportadora or VCP obtains knowledge of any Default or any default, early amortization event or similar event under the Other Facility, a certificate of the chief financial officer or the chief accounting officer thereof setting forth the details thereof and the action(s) that is/are being taken or is/are proposed to be taken with respect thereto,
(f) promptly (and, in any event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof) notice of any litigation, claim, investigation, arbitration, other proceeding or controversy pending or, to its knowledge, threatened involving or affecting any Obligor: (i) that could give rise to a Lien on any of its Properties, other than Permitted Liens, (ii) that could reasonably be expected to have a Material Adverse Effect or (iii) relating to any of the Loan Documents or Sales Agreements,
(g) promptly (and, in any event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof), notice of any other event or development that could reasonably be expected to have a Material Adverse Effect,
(h) promptly (and, in any event, within five Business Days after being filed with the U.S. Securities and Exchange Commission), copies of any public filings made therewith, and
(i) from time to time such other information with respect to the Obligors, the Loan Documents, the Sales Agreements and/or the transactions contemplated hereby or thereby as any Lender (through the Administrative Agent) or either Agent may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Votorantim Pulp & Paper Inc), Credit Agreement (Votorantim Pulp & Paper Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:
Administrative Agent: (ai) As as soon as available and in any event within sixty 50 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Parent, consolidated and consolidating balance sheet (showing each direct Subsidiary of the Borrower Parent) balance sheets of the Parent and its Consolidated Subsidiaries as of the end of such quarter and (ii) quarter, consolidated and consolidating (showing each direct Subsidiary of the Parent) statements of operationsincome, cash flows flow and stockholders' equity retained earnings of the Borrower Parent and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail consolidated balance sheets of the Borrower and duly its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of income and retained earnings of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by the chief financial officer of the Borrower, or such other officer of the Borrower acceptable to the Administrative Agent; (ii) as having been prepared soon as available and in accordance with generally accepted accounting principles consistently applied any event within 120 days after the end of each fiscal year of the Parent, a copy of the annual report for such year for the Parent and its Consolidated Subsidiaries, containing consolidated financial statements for such year, certified by Arthur Andersen & Co. or another xxxxxnally recognized firm of independent public accountants, and a copy of the unaudited consolidating (subject to addition showing each direct Subsidiary of notes the Parent) financial statements of the Parent and ordinary its Consolidated Subsidiaries and the consolidated financial statements of the Borrower and its Consolidated Subsidiaries for such year-; (iii) as soon as available and in any event within 50 days after the end audit adjustments)of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, together with a certificate of the chief financial officer of the Borrower, or such other officer of the Borrower or Parent acceptable to the Administrative Agent, (A) demonstrating, in reasonable detail and with supporting calculations, compliance with the financial covenants set forth in Section 5.02(a) hereof and (B) stating that no Default or Event of Default has occurred and is continuing orno event that, if a Default with the giving of notice or lapse of time or both, will constitute an Event of Default has occurred and is continuing, or if an Event of Default or such event has occurred and is continuing, a statement as to the nature thereof setting forth details of such Event of Default or event and the action that the Borrower has taken and proposes to take with respect thereto;
; (biv) As as soon as available and in any event within ninety 50 days after the end of each of the first three quarters of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of within 120 days after the end of such the fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearParent, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by of the chief financial officer of the Borrower substantially Parent, or such other officer of the Parent acceptable to the Administrative Agent, (A) demonstrating, in reasonable detail, the calculation of the Parent's Capitalization Ratio as of the last day of such fiscal period and (B) stating that the Parent is not in default in the form performance or observance of Exhibit 6.1any term, covenant or agreement contained in the Support Agreement; (v) as soon as possible and in any event within five days after the occurrence of each Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, continuing on the date of such statement, a statement of the chief financial officer of the Borrower, or such other officer of the Borrower acceptable to the Administrative Agent, setting forth details of such Event of Default or event and the actions that the Borrower has taken and proposes to take with respect thereto; (vi) as soon as possible and in any event within five days after the commencement of litigation against the Borrower or any of its Material Consolidated Subsidiaries, or the receipt of a notice of default by the Borrower or any of its Material Consolidated Subsidiaries, that could reasonably be expected to have a material adverse effect on the Borrower or any of its Material Consolidated Subsidiaries, notice of such litigation or notice of default describing in reasonable detail the facts and circumstances concerning such litigation or default and the Borrower's or such Material Consolidated Subsidiary's proposed actions in connection therewith; (vii) promptly after the sending or filing thereof, copies of annual, quarterly or current reports on Forms 10-K, 10-Q or 8-K (or any successor forms thereto) and registration statements (other than any registration statement on Form S-8 and any registration statement in connection with a dividend reinvestment plan) that the Parent or the Borrower or any other Consolidated Subsidiary of the Parent files with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or the Exchange Act, or with any national securities exchange; and (viii) such other information respecting the condition or operations, financial or otherwise, of the Parent, the Utility, the Borrower or any of the Parent's other Material Consolidated Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Louisville Gas & Electric Co /Ky/), Credit Agreement (Louisville Gas & Electric Co /Ky/)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender:
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of income, consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial said officer of the Borrower stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the Borrower's Quarterly Report on Form 10-Q for such quarter shall be deemed to satisfy such financial statement delivery requirements;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such fiscal year and the audited consolidated statements of consolidated operations, consolidated retained earnings and consolidated cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for such fiscal year, in each case accompanied in reasonable detail and duly certified by the unqualified opinion a Senior Financial Officer as having been prepared in accordance (in all material respects) with respect thereto generally accepted accounting principles, together with a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery of a copy of the related unaudited consolidating balance sheet Borrower's Annual Report on Form 10-K (containing such statements) or Current Report on Form 8-K (containing such statements) for such year shall be deemed to satisfy such financial statement delivery requirements;
(iv) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower and its Subsidiaries as or any ERISA Affiliate of the end Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such fiscal year ERISA Event and the unaudited consolidating action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;
(v) promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(vi) promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $25,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;
(vii) promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events of (A) of the type described in Section 4.01(d) or (B) for which the Administrative Agent, the Lenders will be entitled to indemnity under Section 8.04(c);
(viii) promptly after the sending or filing thereof, copies of all such information statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange;
(ix) such information concerning the Borrower's Year 2000 Programs as the Administrative Agent may reasonably request; and
(x) promptly after requested, such other information respecting the business, properties, results of operations, cash flows' and stockholders' equity prospects, revenues, condition or operations, financial or otherwise, of the Borrower and or any of its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end including, but not limited to, copies of each fiscal quarter a certificate signed by Schedule B (Actuarial Information) to the chief financial officer of annual report (Form 5500 Series) filed with the Borrower substantially in Internal Revenue Service) as the form of Exhibit 6.1Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Commonwealth Edison Co), 364 Day Credit Agreement (Commonwealth Edison Co)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Deliver to the Administrative Agent (with sufficient copies for distribution to each Lender:):
(a) As as soon as available and available, but in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety 90 days after the end of each fiscal year of the Borrower, the audited a consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year year, and the audited related consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, audited and accompanied by a report and opinion of Ernst & Young LLP, Deloitte & Touche USA LLP, PricewaterhouseCoopers LLP, KPMG LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the unqualified Required Lenders, which report and opinion shall be prepared in accordance with respect thereto GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any going concern qualification;
(b) as soon as available, but in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower's independent public accountants and , a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year quarter, and the unaudited consolidating related consolidated statements of operationsincome for such fiscal quarter and cash flows for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter or portion of the Borrower’s fiscal year then ended of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows' and stockholders' equity flows of the Borrower and its Subsidiaries for such fiscal in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
(c) Not later than sixty days following promptly after the end sending or filing thereof, copies of each fiscal quarter all material reports which the Borrower sends to its stockholders generally, and copies of all reports and registration statements which the Borrower or any Restricted Subsidiary files with the Securities and Exchange Commission or any national securities exchange; provided that the Borrower shall not be required to furnish copies of registration statements filed on Form S-8, Form 144 or Forms 3, 4 or 5, or exhibits to the reports and registration statements referred to in this subsection (c);
(d) promptly subsequent to the rendering thereof and, upon a certificate signed Responsible Officer becoming aware thereof, notice of the rendering against the Borrower or any Restricted Subsidiary of any final judgment or order for the payment of money in excess of $100,000,000 (or its equivalent in another applicable currency), together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto;
(e) promptly, notice of any Event of Default or any Default hereunder, together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto;
(f) promptly, notice of the occurrence of any ERISA Event that has resulted in or could reasonably be expected to result in a Material Adverse Effect; together with a description in reasonable detail of the relevant circumstances and the action which the Borrower proposes to take in response thereto;
(g) promptly, of any announcement by Xxxxx’x, S&P or Fitch of any downgrade or possible downgrade in a Senior Debt Rating; and
(h) such other information respecting the chief conditions or operations, financial officer or otherwise, of the Borrower substantially or any of its Subsidiaries as any Lender, through the Administrative Agent, may from time to time reasonably request and subject to restrictions imposed by applicable security clearance regulations, provided, however, that the Borrower shall only be required to use its commercially reasonable efforts with respect to requests for information regarding Unrestricted Subsidiaries. Reports required to be delivered pursuant to Sections 6.01(a), (b) or (c) shall be deemed to have been delivered on the date on which the Borrower posts such reports on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 hereof or when such report is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx; provided that (x) the Borrower shall deliver paper copies of such reports to the Administrative Agent upon request or to any Lender who requests the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (y) the Borrower shall, on or before the required delivery date, notify by facsimile or electronic mail (unless requested by such Person to provide paper copies of any such notice) the Administrative Agent and each Lender of the posting of any such reports. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports referred to above, and in any event shall have no responsibility to monitor compliance by the form Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of Exhibit 6.1such reports.
Appears in 2 contracts
Samples: 364 Day Bridge Term Loan Agreement (Harris Corp /De/), Term Loan Agreement (Harris Corp /De/)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish or will cause to be furnished at its expense to the LenderBank:
(a) As as soon as available and in any event within sixty 120 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, a copy of the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such quarter year and (ii) the related consolidated and consolidating statements of operations, income and cash flows for such year, audited and stockholders' equity of bearing an unqualified opinion by independent certified public accountants acceptable to the Borrower Bank and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared fairly presenting the financial position of the Borrower and its Subsidiaries as at the dates indicated and in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), GAAP together with a certificate statement of such accountants stating that, in making the chief financial officer examination necessary for their report, they obtained no knowledge of the Borrower stating that no Default or Event of Default has occurred and is continuing any Default, or, if a Default or an Event such accountants shall have obtained knowledge of Default has occurred any such Default, specifying the details and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretostatus thereof;
(b) As as soon as available and in any event within ninety 25 days after the end of each calendar month of the Borrower, the consolidated and consolidating balance sheets of the Borrower as of the end of such month and the related consolidated and consolidating statements of income and cash flows of the Borrower for such month all in reasonable detail, certified by the chief financial officer of the Borrower as fairly presenting the financial position of the Borrower as at the dates indicated and in accordance with GAAP;
(c) as soon as available and in any event within 25 days after the end of each calendar month, a completed Working Capital Loan Borrowing Base Certificate as of the end of such month;
(d) as soon as available and in any event within 25 days after the end of the first three fiscal quarters of each fiscal year of the Borrower and within 120 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of a Compliance Certificate from the Borrower and its Subsidiaries as of the end of such fiscal year period;
(e) as soon as available and in any event within 25 days after the audited consolidated statements end of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto calendar month of the Borrower's independent public accountants , a monthly Accounts Receivable aging, accounts payables aging and a certification by such accountants stating that they have reviewed this Agreement inventory listing and whetheraging report of Borrower, in making their audit, they have become aware form satisfactory to the Bank;
(f) as soon as available and in any event within ten days after the end of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet each fiscal year of the Borrower, a listing of all Accounts Receivable debtors including physical addresses, contact names and phone numbers;
(g) Within 30 days after the end of each fiscal year of the Borrower, annual operating and capital budgets for the current fiscal year;
(h) Promptly after the commencement thereof, notice of all actions, suits, investigations and proceedings before any court , tribunal, agency or other governmental authority, affecting the Borrower or any of its Subsidiaries;
(i) As soon as available and its Subsidiaries in any event within 25 days after the end of each fiscal quarter of the Borrower, an Equipment sales report from the Borrower as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;period; and
(cj) Not later than sixty days following such other information as the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Bank may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/)
Reporting Requirements. The Borrower covenants and agrees that from and after the date hereof, the Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender:
(a) As Furnish, or cause to be furnished, to the Administrative Agent copies of the following financial statements, reports, notices and information:
(i) as soon as available and in any event within sixty forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operationsFiscal Year, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Quarter and the audited consolidated statements of operations, income and cash flows and stockholders' equity flow of the Borrower and its Subsidiaries for such fiscal yearFiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including (in each case accompanied to the extent available), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, certified as complete and correct by the unqualified opinion with respect thereto an Authorized Officer of the Borrower's independent public accountants ;
(ii) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware copy of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such fiscal year Subsidiaries, and the unaudited consolidating related consolidated statements of operations, income and cash flows' and stockholders' equity flow of the Borrower and its Subsidiaries for such fiscal yearFiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year and, in the case of such consolidated balance sheets and statements of income and cash flow, audited by a nationally recognized firm of independent public accountants acceptable to the Administrative Agent, which shall include a review of the calculation of the Compliance Certificate;
(ciii) Not later than sixty days following concurrently with the end delivery of each fiscal quarter the financial information pursuant to clauses (i) and (ii), a certificate signed Compliance Certificate, executed by an Authorized Officer of the chief financial officer Borrower, showing the calculation required thereby and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or any Obligor has taken or proposes to take with respect thereto) and specifying whether or not a Trigger Event has occurred;
(iv) as soon as reasonably practicable and in any event within five Business Days after any Obligor obtains knowledge of the occurrence of an Default or Event of Default, a statement of an Authorized Officer of the Borrower substantially setting forth details of such Default or Event of Default and the action which the Borrower has taken and proposes to take with respect thereto;
(v) as soon as reasonably practicable and in any event within five (5) Business Days after any Obligor obtains knowledge of (A) any Event of Loss, Event of Eminent Domain or any Asset Disposition giving rise to proceeds in excess of $5,000,000, and in each case a certificate of an Authorized Officer of the form Borrower setting forth the details thereof, (B) any material litigation involving the Borrower or any of Exhibit 6.1its Subsidiaries or, to the extent that, if adversely determined, it could reasonably be expected to have a Material Adverse Effect, a Non-Controlled Project Entity or (C) any event or condition that has had or is reasonably expected to have a Material Adverse Effect, in each case, notice thereof and, to the extent the Administrative Agent reasonably requests, copies of documentation relating thereto, if any;
(vi) prior to any Permitted Acquisition, the Borrower shall provide to the Administrative Agent such information as the Administrative Agent reasonably requests regarding the Eligible Asset or Excluded Asset which is the subject of such Acquisition including (without limitation): (a) an independent valuation of any Eligible Asset, if such Eligible Asset is being acquired from an Affiliate of the Borrower or any Guarantor or if otherwise prepared by or for the use of the Borrower or any Guarantor in connection with such Acquisition, (b) the generally accepted accounting principles that will be applicable to the financial statements for any Subsidiary or Non-Controlled Project Entity created or acquired in connection with such Permitted Acquisition and (to the extent available from the seller of any Eligible Asset) audited financial statements for such Subsidiary or Non-Controlled Project Entity created or acquired in connection with such Permitted Acquisition, (c) pro forma financial statements of the Borrower demonstrating that the conditions set forth in Section 6.02(c) have been satisfied, (d) an updated organizational chart reflecting the percentage of ownership interests in each Subsidiary and Non-Controlled Project Entity directly or indirectly acquired pursuant to such Permitted Acquisition and, and (e) the net Acquisition cost to be paid by the Borrower or its Subsidiaries in connection with such Acquisition.
(vii) promptly (A) if the Borrower obtains actual knowledge that one or more of the Borrower or any Person which owns, directly or indirectly, any Capital Stock of the Borrower (other than any direct holder of the Capital Stock of BAM, BIP or any Affiliate thereof that is a publicly traded company), or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein (other than any direct holder of the Capital Stock of BAM, BIP or any Affiliate thereof that is a publicly traded company) is in violation of any of the Terrorism Laws, the Borrower will notify the Administrative Agent and (B) upon the request of any Lender, the Borrower will provide any information in its possession or control that may be disclosed without a waiver from, or violation of a privilege or confidentiality undertaking with an unaffiliated third party such Lender believes is reasonably necessary to be delivered to comply with the Patriot Act;
(viii) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents), if any, which the Borrower shall have filed with the Securities and Exchange Commission;
(ix) such other financial and other information as any Lender through the Administrative Agent may from time to time reasonably request (including information and reports in such detail as the Administrative Agent may request with respect to the terms of and information provided pursuant to the Compliance Certificate); and (x) on the date of (1) any Permitted Acquisition or of any Asset Disposition by any Obligor, or (2) the issuance of any Capital Stock by a Subsidiary or Non-Controlled Project Entity to a Person that is not listed as a holder of such Capital Stock on Schedule 7.01 (b), (c) or 7.20 or any supplement thereof as applicable, reflecting any such Permitted Acquisition or Asset Disposition.
Appears in 1 contract
Samples: Credit Agreement (Brookfield Infrastructure Partners L.P.)
Reporting Requirements. The Borrower shallSo long as any Obligation hereunder or under any Loan Document shall remain unpaid, unless the or any Letter of Credit shall be outstanding, or any Lender shall otherwise consent in writinghave any Term Loan A Commitment or Revolving Facility Commitment hereunder, the Borrower will furnish to each Lender (and, in the Lendercase of the Notice of Debt to Operating Cash Flow Ratio, also to the Administrative Agent) the following:
(a) As soon as available and in any event within sixty days In a form reasonably acceptable to the Majority Lenders (i) on or before the 25th day after the end of each month that is not the last month of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Fiscal Quarter, Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end last day of such quarter month and (ii) consolidated and consolidating Consolidated statements of operationsincome and retained earnings (including the sales and Operating Cash Flow components thereof) and Consolidated statements of changes in cash flow (including, without limitation, cash flows payments in respect of Capital Expenditures and stockholders' equity Film Expense) of the Borrower and its Subsidiaries for such month and for the period commencing at on the end first day of such Fiscal Year and ending on the last day of such month (and, in the case of such statements of income, comparing the actual amounts thereof with the amounts budgeted therefor and with the actual amounts thereof in the equivalent periods of the previous fiscal year and ending with the end of such quarterimmediately preceding Fiscal Year), all in reasonable detail and duly each case certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)Borrower, together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken or proposes to take with respect thereto;thereto and (ii) on or before the 25th day after the end of each Fiscal Quarter, a schedule (each, a "Notice of Debt to Operating Cash Flow Ratio") prepared by the chief financial officer of the Borrower, in form satisfactory to the Lenders, of the computations used by the Borrower to determine the Debt to Operating Cash Flow Ratio as of the last day of such Fiscal Quarter.
(b) As soon as available and in any event within ninety 45 days after the end of each fiscal year of the first three quarters of each Fiscal Year of the Borrower, the audited consolidated Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year quarter, and the audited consolidated related Consolidated statements of operations, income and retained earnings and Consolidated statements of changes in cash flows and stockholders' equity flow of the Borrower and its Subsidiaries for each of such fiscal yearquarters and the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, in each case accompanied in form and substance satisfactory to the Lenders, certified by the unqualified opinion chief financial officer of the Borrower as having been prepared in accordance with respect thereto generally accepted accounting principles, together with (i) a certificate of the chief financial officer of the Borrower's independent public accountants , substantially in the form of Exhibit J and (ii a certification schedule prepared by such accountants stating that they have reviewed this Agreement and whetherthe chief financial officer of the Borrower, in making their auditform satisfactory to the Lenders, they have become aware of any Default or Event the computations used by the Borrower in determining, as of Default and if sothe end of such fiscal quarter, describing its nature, along compliance with the related unaudited consolidating limitations contained in Sections 5.01(l), 5.01(m), 5.01(n), 5.01(o), 5.02(a), 5.02(b), 5.02(d), ------- ------- ------- ------- ------- ------- ------- 5.02(f), 5.02(g), 5.02(h), 6.01(d), 6.01(g), 6.01(k), 6.01(m), ------- ------- ------- ------- ------- ------- ------- 6.01(n) and 6.01(o). ------- -------
(c) As soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and the unaudited consolidating statements a Consolidated statement of operationsincome and retained earnings and a Consolidated statement of changes in cash flow, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
Fiscal Year, certified in a manner acceptable to the Lenders by the Independent Public Accountants, together with (ci) Not later than sixty days following the end of each fiscal quarter a certificate signed of such accounting firm to the Lenders stating that, in the course of the regular audit of the business of the Borrower 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 a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a certificate of the chief financial officer of the Borrower substantially in the form of Exhibit 6.1J, (iii) a schedule prepared by the chief financial officer of the Borrower, in form satisfactory to the Lenders, of the computations used by the Borrower in determining, as of the end of such Fiscal Year, compliance with limitations contained in Sections 5.01(l), 5.01(m), 5.01(n), 5.01(o), 5.02(a), 5.02(b), ------- ------- ------- ------- ------- ------- 5.02(d), 5.02(f), 5.02(g), 5.02(h), 6.01(d), 6.01(g), 6.01(k), 6.01(m), ------- ------- ------- ------- ------- ------- ------- ------- 6.01(n) and 6.01(o) and the calculation of the Debt to Operating Cash Flow ------- ------- Ratio as of the last day of such Fiscal Year, and (iv) unaudited consolidating balance sheets as of the end of such Fiscal Year and statements of income and retained earnings and statements of the sources and uses of funds for such Fiscal Year for the Borrower and each of its Subsidiaries, certified by the chief financial officer of the Borrower;
(d) As soon as available and in any event by the end of each Fiscal Year, a copy of the annual business and financial plan of the Borrower and its Consolidated Subsidiaries for the next ending Fiscal Year on a monthly basis (for each fiscal month) and for the subsequent Fiscal Year on an annual basis, in form and substance satisfactory to the Administrative Agent, which plan will include (i) projected Consolidated balance sheets of the Borrower for the next ending Fiscal Year, on an annual basis; (ii projected Consolidated cash flow analyses of the Borrower and each of its Subsidiaries for each of the twelve months following the end of such Fiscal Year, on a monthly basis, and for the next ending Fiscal Year on an annual basis; and (ii projected Consolidated income statements of the Borrower and each of its Subsidiaries for each of the twelve months following the end of such Fiscal Year, on a monthly basis, and for the next ending Fiscal Year on an annual basis;
(e) Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which the Borrower or any of its Subsidiaries sends to their respective shareholders and copies of all registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalent) which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;
(f) Promptly after the commencement thereof, notice of all actions, suits, hearings and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(h) or in Section 6.01(g); ------- -------
(g) As soon as possible and in any event within five days after the occurrence of any Default, a statement by the chief financial officer of the Borrower setting forth details of such Default and the action which the Borrower has taken or proposes to take with respect thereto;
(h) Promptly upon becoming aware that any Termination Event with respect to any Plan has occurred, a statement by the chief financial officer of the Borrower describing such Termination Event and each action, if any, which the Borrower and each such ERISA Affiliate proposes to take with respect thereto;
(i) Promptly and in any event within two Domestic Business Days after receipt thereof by the Borrower or any ERISA Affiliate from the PBGC, copies of each notice received by the Borrower or any ERISA Affiliate from the PBGC stating the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any Plan;
(j) Promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan
(k) At the time notice is given or required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the failure to make timely payments to a Plan, a copy of any such notice filed and a statement of the chief financial officer of the Borrower setting forth (A) sufficient information necessary to determine the amount of the lien under Section 302(f)(3), (B) the reason for the failure to make the required payments and (C) the action, if any, which the Borrower or its ERISA Affiliates proposes to take with respect thereto;
(l) Promptly and in any event within five Domestic Business Days after receipt thereof by the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA or (D) the amount of liability incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above;
(m) Promptly notify, and cause each of its Subsidiaries to promptly notify, the Administrative Agent (i) of any lapse, termination or relinquishment of any station license, permit or other authorization from the FCC held by the Borrower or any of its Subsidiaries or any failure by the FCC to renew or extend any such license, permit or other authorization for other than the usual period thereof, which lapse, termination, relinquishment, failure to renew or extend would have a material adverse effect on the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or any of its Subsidiaries; and (ii) of any complaint or other matter filed with or communicated to the FCC, of which the Borrower or any of its Subsidiaries has knowledge and which might have a materially adverse effect upon the renewal or extension of any station license, permit or other authorization held by the Borrower or any of its Subsidiaries, including, without limitation, (A) any complaint to which the FCC has requested an answer, (B) any petition to deny, or informal objection filed with regard to, an application filed by the Borrower or any of its Subsidiaries with the FCC or any mutually exclusive competing application filed for authority to broadcast on the frequencies or channels licensed to the Borrower or any of its Subsidiaries and (C) any citation or notice of violation or order to show cause or order to become a party to a proceeding issued by the FCC against the Borrower or any of its Subsidiaries;
(n) Promptly after any significant change in accounting policies or reporting practices, notice and a description in reasonable detail of such change;
(o) Copies of any statement or report to be furnished to any other holder of the securities of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 5.03, at such time ---- 115 as such statement or report is to be furnished to such other holder pursuant to such terms;
(p) As soon as possible after the end of each Fiscal Year, a statement certified by the chief financial officer of the Borrower setting forth in reasonable detail any changes since the date of this Agreement, not previously reported pursuant to this paragraph (p), in the information set forth in Schedules 4.01(h), 4.01(m), 4.01(t) and 4.01(y), or stating that no such changes have occurred;
(q) Such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request;
(r) Promptly after (i) the Borrower shall fail to make any payment when due under the Related Documents, (ii) there shall have been an acceleration of the maturity of any Existing Subordinated Debt or any Permitted Subordinated Debt, (iii) the trustee under the indenture for any Existing Subordinated Debt or any Permitted Subordinated Debt or any holder thereof shall have asserted in writing that an "Event of Default" as defined therein shall have occurred or (iv) the commencement of any enforcement proceeding with respect to any Existing Subordinated Debt or any Permitted Subordinated Debt, notice thereof, including a description in reasonable detail of the circumstances, and a statement of the chief financial officer of the Borrower setting forth the action the Borrower has taken or proposes to take with respect thereto;
(s) Promptly after the expiration or any termination of any network affiliation agreements of the Borrower or any Subsidiary, notice thereof, including a description in reasonable detail of the circumstances, and a statement of the chief financial officer of the Borrower setting forth the action the Borrower has taken or proposes to take with respect thereto; and
(t) On or before the 90th day of each Fiscal Year, a certificate of the Independent Public Accountants, in form satisfactory to the Lenders, setting forth their calculation of Excess Cash Flow for the immediately preceding Fiscal Year, both before and after giving effect to clause (y) of the last sentence of Section 2.09(b). 116
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Agent for distribution to each Lender:
(ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Borrower, the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Financial Officer as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes GAAP and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default a Financial Officer (x) certifying whether or Event of not any Responsible Officer has knowledge as to whether a Default has occurred and is continuing orand, if a Default or an Event of Default has occurred and is continuing, a statement as to specifying the nature details thereof and the any action that the Borrower proposes taken or proposed to take be taken with respect theretothereto and (y) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03;
(bii) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion without qualification by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing and a certificate of a Financial Officer (x) certifying whether or not any Responsible Officer has knowledge as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the unqualified opinion details thereof and any action taken or proposed to be taken with respect thereto and (y) setting forth in reasonable detail the calculations necessary to demonstrate compliance with Section 5.03;
(iii) promptly after a Responsible Officer has knowledge of the Borrower's independent public accountants and occurrence of each Default continuing on the date of such statement, a certification by statement of a Financial Officer setting forth details of such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if sothe action that the Borrower has taken and proposes to take with respect thereto;
(iv) promptly after the filing thereof, describing its naturecopies of all periodic reports, along proxy statements and current reports on Form 8-K that the Borrower files with the related unaudited consolidating balance sheet SEC;
(v) promptly after a Responsible Officer has knowledge of the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and
(vi) such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or regarding compliance with this Agreement, as any Lender through the Agent may from time to time reasonably request; The Borrower shall be deemed to have delivered the financial statements and its Subsidiaries as other information referred to in subclauses (i), (ii), (iv) and (v) of this Section 5.01(i), when (A) such SEC filings, financials or other information have been posted on the Internet website of the end SEC (xxxx://xxx.xxx.xxx) or on the Borrower’s own internet website as previously identified to the Agent and Lenders and (B) the Borrower has notified the Agent by electronic mail of such fiscal year and posting. If the unaudited consolidating Agent or a Lender requests such SEC filings, financial statements of operationsor other information to be delivered to it in hard copies, cash flows' and stockholders' equity the Borrower shall furnish to the Agent or such Lender, as applicable, such statements accordingly, provided that no such request shall affect that such SEC filings, financial statements or other information have been deemed to have been delivered in accordance with the terms of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1immediately preceding sentence.
Appears in 1 contract
Samples: Term Loan Agreement (Xerox Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 90 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing consolidated financial statements for such year reported on by KPMG LLP or other independent public accountants acceptable to the Majority Lenders (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), together with (A) a certificate of the chief financial officer or the comptroller or other appropriate officer of the Borrower (x) stating that no Default with respect to the Borrower or the Guarantor has occurred and is continuing or, if such a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower or the Guarantor, as the case may be, has taken and proposes to take with respect thereto and (y) identifying each Principal Subsidiary, and (B) a summary of legal proceedings relating to the Guarantor or any of its Subsidiaries the likely effect of which would be to result in a material adverse change in the financial condition of the Guarantor and its Subsidiaries on a consolidated basis;
(ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a each CSFB Broker-Dealer, consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries and each CSFB Broker-Dealer and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries and each CSFB Broker-Dealer and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of or the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial comptroller or other appropriate officer of the Borrower and each CSFB Broker-Dealer, respectively, together with (A) a certificate of said officer (x) stating that no Default with respect to the Borrower or Event of Default the Guarantor has occurred and is continuing or, if such a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower or the Guarantor, as the case may be, has taken and proposes to take with respect thereto and (y) identifying each Principal Subsidiary, and (B) a summary of legal proceedings relating to the Guarantor or any of its Subsidiaries the likely effect of which would be to result in a material adverse change in the financial condition of the Guarantor and its Subsidiaries on a consolidated basis;
(iii) as soon as available and in any event within 90 days after the end of each fiscal year of each CSFB Broker-Dealer, a copy of the annual audit report for such year for such CSFB Broker-Dealer and its Subsidiaries, containing consolidated financial statements for such year reported on by KPMG LLP or other independent public accountants acceptable to the Majority Lenders (without a “going concern” or like qualification and without any qualification or exception as to the scope of such audit), together with a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of such CSFB Broker-Dealer 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 a Default under Section 5.02 or 6.01(n) has occurred and is continuing or, if such accounting firm has obtained knowledge that such a Default has occurred and is continuing, a statement as to the nature thereof;
(iv) promptly after the sending or filing thereof, a copy of any notification given by any CSFB Broker-Dealer to the Commission regarding a net capital deficit or any capital withdrawal made pursuant to the Net Capital Rule;
(v) as soon as available and in any event within two Business Days after any CSFB Broker-Dealer files its Part II FOCUS Report for each quarter of each fiscal year with the NYSE or the Commission, such Part II FOCUS Report for such CSFB Broker-Dealer for such quarter;
(vi) as soon as available and in any event within 90 days after the end of the first six months of each of Credit Suisse Group’s financial years, Credit Suisse Group’s semi-annual report and unaudited accounts, certified by the chief financial officer or the comptroller or other appropriate officer of Credit Suisse Group, as at the end of and for such six month period, together with copies of the related directors’ reports;
(vii) as soon as available and in any event within 180 days after the end of each of Credit Suisse Group’s financial years, Credit Suisse Group’s consolidated and unconsolidated annual reports and audited accounts as at the end of and for that financial year, reported on by KPMG LLP (or its affiliates) or other independent public accountants acceptable to the Majority Lenders (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), together with copies of the related directors’ and auditors’ reports;
(viii) as soon as possible and in any event within five days after the occurrence of each Event of Default with respect to the Borrower or the Guarantor and each event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Borrower or the Guarantor, a statement of the Chief Financial Officer or other appropriate officer of the Borrower setting forth details of such Event of Default or event and the action which the Borrower or the Guarantor, as the case may be, has taken and proposes to take with respect thereto;
(bix) As soon as available and in any event within ninety days promptly after the end sending or filing thereof, (A) copies of all reports which the Borrower or any CSFB Broker-Dealer sends to any holders of its securities registered with the Commission under the Securities Exchange Act of 1934, as amended, and (B) copies of all regular, periodic and special reports, and all registration statements, that the Guarantor, the Borrower or any CSFB Broker-Dealer, as applicable, files with the Commission or any governmental agency that may be substituted therefor, or with any national securities exchange in each case with respect to such securities;
(x) promptly after the filing or receiving thereof, (A) copies of all notices received from the Internal Revenue Service, the Department of Labor or the PBGC by the Borrower or any of its ERISA Affiliates with respect to an ERISA Event and (B) copies of each fiscal year Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed with the Internal Revenue Service for each Plan;
(xi) promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Guarantor or any of its Subsidiaries the likely effect of which would be to result in a material adverse change in the financial condition of the BorrowerGuarantor and its Subsidiaries, on a consolidated basis;
(xii) such other information respecting the audited consolidated balance sheet condition or operations, financial or otherwise, of the Borrower and or any of its Subsidiaries as of any Lender through the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearAdministrative Agent may from time to time reasonably request;
(cxiii) Not later than sixty days following (A) at the end of each fiscal quarter a certificate signed by same time as sent to the chief financial officer of Guarantor’s shareholders, any circular, document or other written information sent to the Borrower substantially in Guarantor’s shareholders as such (including interim reports if and to the form of Exhibit 6.1extent that these are prepared and distributed); and
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderBank:
(a) As as soon as available and in any event within sixty 90 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrowers, a consolidated and consolidating balance sheet of the Borrower Borrowers and its their respective Consolidated Subsidiaries as of the end of such quarter fiscal year and (ii) a consolidated and consolidating income statement and statements of operations, cash flows and changes in stockholders' equity and working capital of the Borrower Borrowers and its their respective Consolidated Subsidiaries for such fiscal year and computations of Excess Cash Flow for such fiscal year, all in reasonable detail and stating in comparative form the respective consolidated and consolidating figures for the corresponding date and period in the prior fiscal year and all prepared in accordance with GAAP and as to the consolidated statements accompanied by an opinion thereon acceptable to the Bank by Price Waterhouse or other independent accountants of national standing selected by the Borrowers;
(b) as soon as available and in any event within 45 days after the end of each fiscal quarter of the Borrowers, a true and complete copy of TransAct's Report on Form 10-Q;
(c) as soon as available and in any event within 45 days after the end of each fiscal quarter, a consolidating balance sheet of the Borrowers and their respective Consolidated Subsidiaries as of the end of such month and a consolidating income statement and statements of cash flows and changes in stockholders' equity and working capital, of the Borrowers and their respective Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quartermonth, all in reasonable detail and duly certified by stating in comparative form the chief financial officer of consolidating figures for the Borrower as having been corresponding date and period in the previous fiscal year and all prepared in accordance with generally accepted accounting principles consistently applied GAAP and certified by the Chairman or Chief Financial Officer of each Borrower (subject to addition of notes and ordinary year-end audit adjustments);
(d) promptly upon receipt thereof, together copies of any reports, inclusive of any management letters, submitted to any Borrower or any of its Subsidiaries by 29 28 independent certified public accountants in connection with examination of the financial statements of such Borrower or any such Subsidiary made by such accountants;
(e) promptly at the end of each fiscal quarter, a certificate of the chief financial officer Chairman or Chief Financial Officer of each Borrower (i) certifying that to the Borrower stating that best of his knowledge no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes which is proposed to take be taken with respect thereto, and (ii) with computations demonstrating compliance with the covenants contained in Articles 7 and 8;
(bf) As as soon as available and in any event within ninety 90 days after the end of each fiscal year of TransAct, a true and complete copy of TransAct's Report on Form 10-K;
(g) within 30 days after the Closing Date, and thereafter, as soon as available and in any event within 90 days after the end of each fiscal year of the BorrowerBorrowers, management's projected financial statements inclusive of a balance sheet, an income statement and a statement of cash flow (supported by key assumptions) for each upcoming fiscal year, prepared on a quarter-by-quarter basis;
(h) simultaneously with the delivery of the projected financial statements referred to in Section 6.8(g), a copy of the Borrowers' business plan for each upcoming fiscal year;
(i) simultaneously with the delivery of the annual financial statements referred to in Section 6.8(a), a certificate of the independent public accountants who audited such statements to the effect that, in making the examination necessary for the audit of such statements, they have obtained no knowledge of any condition or event which constitutes a Default or Event of Default, or if such accountants shall have obtained knowledge of any such condition or event, specifying in such certificate each such condition or event of which they have knowledge and the nature and status thereof;
(j) promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Borrower or any of its Subsidiaries which, if determined adversely to such Borrower or such Subsidiary, could have a material adverse effect on the financial condition, properties or operations of such Borrower or such Subsidiary;
(l) as soon as possible, and in any event within ten days after any Borrower knows or has reason to know that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan have occurred or exist, a statement signed by a senior financial officer of such Borrower setting forth details respecting such event or condition and the action, if any, which such Borrower or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by such Borrower or an ERISA Affiliate with respect to such event or condition):
(i) any reportable event, as defined in section 4043(b) of ERISA, with respect to a Plan, as to which PBGC has not by regulation waived the requirement of section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event (provided that a failure to meet the minimum funding standard of section 412 of the Code or section 302 of ERISA including, without limitation, the audited consolidated balance sheet failure to make on or before its due date a required installment under section 412(m) of the Code or section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with section 412(d) of the Code) and any request for a waiver under section 412(d) of the Code for any Plan;
(ii) the distribution under section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by such Borrower or an ERISA Affiliate to terminate any Plan;
(iii) the institution by PBGC of proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by such Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(iv) the complete or partial withdrawal from a Multiemployer Plan by such Borrower or any ERISA Affiliate that results in liability under section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt of such Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under section 4041A of ERISA;
(v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against such Borrower or any ERISA Affiliate to enforce section 515 of ERISA, which proceeding is not dismissed within 30 days;
(vi) the adoption of an amendment to any Plan that pursuant to section 401(a)(29) of the Code or section 307 of ERISA would result in the loss of tax-exempt status of the trust of which such Plan is a part if such Borrower or an 31 30 ERISA Affiliate fails to timely provide security to the Plan in accordance with the provisions of said Sections;
(vii) any event or circumstance exists which may reasonably be expected to constitute grounds for such Borrower or any ERISA Affiliate to incur liability under Title IV of ERISA or under sections 412(c)(11) or 412(n) of the Code with respect to any Plan; and
(viii) the Unfunded Benefit Liabilities of one or more Plans increase after the date of this Agreement in an amount which is material in relation to the financial condition of such Borrower and its Subsidiaries, on a consolidated basis; provided, however, that such increase shall not be deemed to be material so long as it does not exceed during any consecutive 2-year period $200,000;
(m) promptly after the request of the Bank, copies of each annual report filed pursuant to section 104 of ERISA with respect to each Plan (including, to the extent required by section 104 of ERISA, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information referred to in section 103) and each annual report filed with respect to each Plan under section 4065 of ERISA; provided, however, that in the case of a Multiemployer Plan, such annual reports shall be furnished only if they are available to such Borrower or an ERISA Affiliate;
(n) promptly after the furnishing thereof, copies of any statement or report furnished to any other party pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Bank pursuant to any other clause of this Section 6.8;
(o) promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which any Borrower or any of its Subsidiaries sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements which any Borrower or any of its Subsidiary files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange;
(p) as soon as available, and in any event within 10 days of the end of each fiscal month, an aging schedule with respect to Receivables with names of all account debtors, as of the end of such fiscal year calendar month and certified by the audited consolidated statements Chairman or Chief Financial Officer of each Borrower;
(r) such other information respecting the condition or operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearfinancial or otherwise, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default Borrower or Event any of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Bank may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish or cause to be furnished to the LenderBank:
(a) As as soon as available and available, but, in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
not later than ninety (i90) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, a copy of the annual audited consolidated reports for the Borrower and its Subsidiaries for such year, including therein the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as at the end of such year and the related consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such year, or statements providing substantially similar information, in each case certified without qualification by an independent public accountant of recognized national standing as fairly presenting the financial condition of the Borrower and its Subsidiaries as of the dates indicated and results of operation of the Borrower and its Subsidiaries for the periods indicated and having been prepared in accordance with GAAP; and
(b) as soon as available, but in any event not later than forty-five (45) days after the end of such each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of each such quarter and the audited related unaudited consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by quarter and the unqualified opinion with respect thereto portion of the Borrower's independent public accountants fiscal year through such date, certified by a responsible officer of the Borrower as fairly presenting the financial position and the results of operations of the Borrower and its Subsidiaries in all material respects as at and for the quarter ending on its date and as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments);
(c) concurrently with the delivery of the financial statements referred to in Sections 7.6(a) and (b) above, (i) a certification by such accountants certificate of a duly authorized officer of the Borrower stating that they have such officer has reviewed the terms of this Agreement and whetherthe other Facility Documents to which the Borrower is a party and has made, or caused to be made under his supervision, a review in making their auditreasonable detail of the transactions and condition of the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, they and that such officer does not have become aware knowledge of the existence as at the date of such certificate, of any Default or Event of Default except as specified in such certificate and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(cii) Not later than sixty days following the end of each fiscal quarter a certificate signed by of the chief financial officer of the Borrower substantially demonstrating in detail satisfactory to the form Agent compliance by the Borrower and its Subsidiaries with the financial covenants set forth in Section 7.12 hereof;
(d) promptly and in any event within five (5) Business Days after the same are publicly available, copies of Exhibit 6.1all regular and periodic financial information, proxy materials and other information and reports, if any, which the Borrower or any of its Subsidiaries shall file with the Securities and Exchange Commission, any securities exchange or any state insurance regulatory authority; and
(e) such other information with respect to the business, condition or operations of the Borrower or any of its Subsidiaries, financial or otherwise, as the Bank may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the LenderFurnish Agent with copies for each Bank:
(a) As as soon as possible, and in any event within three Business Days after becoming aware of the occurrence of any Default or Event of Default or any other event or occurrence which has or would reasonably be expected to have a materially adverse effect upon the business, property or financial condition of Company and its Subsidiaries (taken as a whole), or upon Company's or any of its Subsidiaries' ability to comply with its obligations hereunder or under any of the other Loan Documents, a written statement of a responsible senior officer of the Company setting forth details of such Default, Event of Default or other event or occurrence and the action which the Company has taken or has caused to be taken or proposes to take or cause to be taken with respect thereto;
(b) as soon as available, and in any event within one hundred twenty (120) days after and as of the end of each of Company's fiscal years, (i) audited Financial Statements of the Company on a Consolidated basis containing the balance sheet of the Company and its Consolidated Subsidiaries as of the close of each such fiscal year, statements of income and retained earnings and a statement of cash flows for each such fiscal year, and such Financial Statements to be prepared in accordance with GAAP and certified by independent certified public accountants of recognized standing selected by Company and acceptable to the Majority Banks and containing unqualified opinions as to the fairness of the statements therein contained; and (ii) a Covenant Compliance Report;
(c) as soon as available, and in any event within forty-five (45) days after and as of the end of each fiscal quarter of Company (including the last quarter of each fiscal year), (i) copies of Company's Form 10-Q reports and (ii) a Covenant Compliance Report;
(d) So long as the outstanding Indebtedness is greater than or equal to fifty percent (50%) of the Revolving Credit Aggregate Commitment, as soon as available and in any event within sixty forty five (45) days after the end of each fiscal quarter of Company (including the first three quarters last quarter of each fiscal year of year) Company's financial projections for the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of period commencing with the Borrower and its Subsidiaries as of the end last day of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity ending on the last day of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year during which the Revolving Credit Maturity Date falls, and ending with the end of such quarterso long as no Indebtedness is outstanding under this Agreement, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety one hundred twenty (120) days after the end of each of Company's fiscal year of years, Company's financial projections for the Borrower, period commencing on the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end last day of such fiscal year and ending on the audited consolidated statements of operations, cash flows and stockholders' equity last day of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and during which the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearRevolving Credit Maturity Date falls;
(ce) Not later than sixty days following promptly upon receipt thereof, copies of all reports and management letters prepared with respect to Company or any of its Subsidiaries by any independent certified public accountants in connection with any annual, interim or other audit or review of the end books of each fiscal quarter Company or its Subsidiaries, irrespective of the party requesting such an audit or review;
(f) to the extent not previously delivered, promptly upon becoming available, a certificate signed copy of all Financial Statements, reports, notices, proxy statements and other communications sent by the chief financial officer Company or any of its Subsidiaries to their stockholders, and all regular and periodic reports filed by the Company or any of its Subsidiaries with any securities exchange, the Securities and Exchange Commission, the Corporations and Securities Bureau of the Borrower substantially Department of Commerce of the State of Michigan (excluding annual reports) or any governmental authorities succeeding to any or all of the functions of said commission or bureau;
(g) promptly, and in form and substance reasonably satisfactory to Agent and the form requesting Banks, such other information as Agent or the Majority Banks (acting through Agent) may reasonably request from time to time, including, without limitation, if requested by the Majority Banks appraisals of Exhibit 6.1the Collateral on a basis acceptable to the Majority Banks and by an appraiser or appraisers acceptable to them, and additional Covenant Compliance Reports.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders and the Agent the following:
(ai) Promptly and in any event within three calendar days after becoming aware of the occurrence of any Event of Default or Default and promptly and in any event within thirty calendar days after the commencement of any litigation against, by or affecting the Company or any of its Restricted Subsidiaries which could reasonably be expected to have a Material Adverse Effect, and any material developments therein, written notice thereof together with a statement of the chief financial officer of the Company setting forth details of such Event of Default or Default or such litigation and the action which the Company or such Restricted Subsidiary, as the case may be, has taken and proposes to take with respect thereto;
(ii) As soon as available and in any event within sixty 45 days (or such earlier date as the Company may be required to file its applicable quarterly report on Form 10-Q by the rules and regulations of the Securities and Exchange Commission or any successor agency thereof) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Company, the consolidated and consolidating balance sheet of the Borrower Company and its Subsidiaries as of the end of such quarter quarter, and (ii) the related consolidated and consolidating statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries flow for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding fiscal year, and consolidating summary financial statements reasonably acceptable to the Agent reflecting the Company and its Restricted Subsidiaries and all Unrestricted Subsidiaries as of the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower Company as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)Generally Accepted Accounting Principles, together with a certificate of the chief financial officer of the Borrower Company stating (A) that no Event of Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default or Default has occurred and is continuing, a statement as to setting forth the nature details thereof and the action that which the Borrower Company has taken and proposes to take with respect thereto, and (B) that a computation (which computation shall accompany such certificate and shall be in reasonable detail and shall contain a line item describing the aggregate Investment in all Unrestricted Subsidiaries) showing compliance with Section 5.2(a), (b), and (c);
(biii) As soon as available and in any event within ninety 90 days (or such earlier date as the Company may be required to file its applicable annual report on Form 10-K by the rules and regulations of the Securities and Exchange Commission or any successor agency thereof) after the end of each fiscal year of the BorrowerCompany, a copy of the audited consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such fiscal year and the audited related consolidated statements of operations, income and cash flows and stockholders' equity flow of the Borrower Company and its Subsidiaries for such fiscal year, in each case accompanied with a customary audit report of Ernst & Young LLP or other nationally recognized independent certified public accountants selected by the unqualified opinion Company, without qualifications unacceptable to the Agent, together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants chief financial officer of the Company (A) stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Default has occurred and is continuing or, if soan Event of Default or Default has occurred and is continuing, a statement setting forth the details thereof and the action which the Company has taken and proposes to take with respect thereto, (B) stating that a computation (which computation shall accompany such certificate and shall be in reasonable detail and shall contain a line item describing its naturethe aggregate Investment in all Unrestricted Subsidiaries) showing compliance with Section 5.2(a), along with (b), and (c), and (C) attaching internally prepared consolidating summary financial statements reasonably acceptable to the related unaudited consolidating balance sheet of Agent reflecting the Borrower Company and its Restricted Subsidiaries and all Unrestricted Subsidiaries as of the end of such fiscal year prepared by the Company and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed certified by the chief financial officer of the Borrower substantially Company as having been prepared in accordance with Generally Accepted Accounting Principles;
(iv) As soon as available and in any event within 90 days after the beginning of each fiscal year of the Company, a budget and forecast for such fiscal year in form and substance reasonably satisfactory to the Agent;
(v) Promptly after the sending or filing thereof, copies of Exhibit 6.1all reports, proxy statements and financial statements which the Company sends to or files with any of its security holders or any securities exchange or the Securities and Exchange Commission or any successor agency thereof;
(vi) Promptly and in any event within 10 Business Days after receiving or becoming aware thereof (A) a copy of any notice of intent to terminate any Plan of the Company, its Restricted Subsidiaries or any ERISA Affiliate filed with the PBGC, (B) a statement of the chief financial officer of the Company setting forth the details of the occurrence of any Reportable Event with respect to any such Plan, (C) a copy of any notice that the Company, any of its Subsidiaries or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any such Plan or to appoint a trustee to administer any such Plan, (D) a copy of any notice of failure to make a required installment or other payment within the meaning of Section 412(n) of the Code or Section 302(f) of ERISA with respect to any such Plan, or (E) any management letter or comparable analysis received by the Company from its auditors; and
(vii) Promptly, such other information respecting the business, properties, operations or condition, financial or otherwise, of the Company or any of its Subsidiaries as any Lender or the Agent may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower (commencing with the quarter ending September 30, 2003), a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and its Subsidiaries,
Exchange Commission with respect to such quarter (i) or, if the Borrower is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, cash flows retained earnings (if applicable) and stockholders' equity cashflows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto;
(iv) concurrently with the delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, the Treasurer or an Assistant Treasurer of the Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee or dividend reinvestment plans of the Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Xxxxx’x Rating or the S&P Rating; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Exelon Corp)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) commencing with the quarter ending March 31, 2005), a consolidated and consolidating balance sheet copy of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending Borrower’s Quarterly Report on Form 10-Q filed with the end of Securities and Exchange Commission with respect to such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet a copy of the Borrower Borrower’s Annual Report on Form 10-K filed with the Securities and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for Exchange Commission with respect to such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto;
(iv) concurrently with the delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan, which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Mxxxx’x Rating or the S&P Rating for the Borrower; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request. Notwithstanding the foregoing, any delivery to the Lender of any document described in this subsection (b) pursuant to any other syndicated credit facility of the Borrower to which the Lender is a party shall constitute delivery of such document hereunder.
Appears in 1 contract
Samples: Term Loan Agreement (Exelon Corp)
Reporting Requirements. The Each Borrower covenants and agrees that from and after the date hereof, the Borrowers shall, unless the Lender shall otherwise consent in writing, furnish to the Lender:
(a) As Furnish, or cause to be furnished, to the Administrative Agent copies of the following financial statements, reports, notices and information:
(i) as soon as available and in any event within sixty forty-five (45) days after the end of each of the first three quarters Fiscal Quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Fiscal Year, an unaudited consolidated and consolidating balance sheet of the Borrower BILP and its Subsidiaries as of the end of such quarter Fiscal Quarter and (ii) consolidated and consolidating statements of operations, income and cash flows and stockholders' equity flow of the Borrower BILP and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous fiscal year Fiscal Year and ending with the end of such quarterFiscal Quarter, all and including (in reasonable detail and duly certified by each case to the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustmentsextent available), together with a certificate in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, certified as complete and correct by an Authorized Officer of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoBILP;
(bii) As as soon as available and in any event within ninety (90) days after the end of each fiscal year Fiscal Year, a copy of the Borrower, the audited consolidated balance sheet sheets of the Borrower BILP and its Subsidiaries as of the end of such fiscal year Subsidiaries, and the audited related consolidated statements of operations, income and cash flows and stockholders' equity flow of the Borrower BILP and its Subsidiaries for such fiscal yearFiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year and, in each the case accompanied of such consolidated balance sheets and statements of income and cash flow, audited by the unqualified opinion with respect thereto a nationally recognized firm of the Borrower's independent public accountants acceptable to the Administrative Agent, which shall include a review of the calculation of the Compliance Certificate;
(iii) concurrently with the delivery of the financial information pursuant to clauses (i) and (ii), a certification Compliance Certificate, executed by such accountants an Authorized Officer of BILP, showing the calculation required thereby and stating that they have reviewed this Agreement no Default has occurred and whetheris continuing (or, if a Default has occurred, specifying the details of such Default and the action that any Subject Party has taken or proposes to take with respect thereto) and specifying whether or not a Trigger Event has occurred;
(iv) as soon as reasonably practicable and in making their auditany event within five Business Days after any Borrower obtains knowledge of the occurrence of an Default or Event of Default, they have become aware a statement of any an Authorized Officer of a Borrower setting forth details of such Default or Event of Default and if so, describing its nature, along the action which the Borrowers have taken and propose to take with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearrespect thereto;
(v) as soon as reasonably practicable and in any event within five (5) Business Days after any Subject Party obtains knowledge of (A) any Event of Loss, Event of Eminent Domain or any Asset Disposition giving rise to proceeds in excess of $5,000,000, and in each case a certificate of an Authorized Officer a Borrower setting forth the details thereof, (B) any material litigation involving BILP or any of its Subsidiaries or, to the extent that, if adversely determined, it could reasonably be expected to have a Material Adverse Effect, a Non-Controlled Project Entity or (C) any event or condition that has had or is reasonably expected to have a Material Adverse Effect, in each case, notice thereof and, to the extent the Administrative Agent reasonably requests, copies of documentation relating thereto, if any;
(vi) prior to any Permitted Acquisition, the Borrowers shall provide to the Administrative Agent such information as the Administrative Agent reasonably requests regarding the Eligible Asset or Excluded Asset which is the subject of such Acquisition including (without limitation): (a) an independent valuation (or any other evidence of value as may be reasonably satisfactory to the Required Lenders) of any Eligible Asset, (1) if such Eligible Asset is being acquired from an Affiliate of BILP or any Restricted Subsidiary or (2) if otherwise prepared by or for the use of BILP or any Restricted Subsidiary in connection with such Acquisition; provided that, in the case of clause (1), no such independent valuation or other evidence shall be required if such Eligible Asset is acquired by directly acquiring Capital Stock of an Affiliate of BILP or a Restricted Subsidiary that directly or indirectly owns such Eligible Asset and whose only asset is one or more Eligible Assets and the acquisition is (x) at the same price as, (y) on the same terms as and (z) within six months of the acquisition by such Affiliate of the Eligible Asset from a third party, (b) (to the extent available from the seller of any Eligible Asset) audited financial statements for such Subsidiary or Non-Controlled Project Entity created or acquired in connection with such Permitted Acquisition, (c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief pro forma financial officer statements of the Borrowers demonstrating that the conditions set forth in Section 6.02(c) have been satisfied, (d) an updated organizational chart reflecting the percentage of ownership interests in each Subsidiary and Non-Controlled Project Entity directly or indirectly acquired pursuant to such Permitted Acquisition and, and (e) the net Acquisition cost to be paid by BILP or its Subsidiaries in connection with such Acquisition;
(vii) promptly (A) if the Borrowers obtains actual knowledge that one or more of the Borrowers or any Person which owns, directly or indirectly, any Capital Stock of the Borrowers (other than any direct holder of the Capital Stock of BAM, BIP or any Affiliate thereof that is a publicly traded company), or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein (other than any direct holder of the Capital Stock of BAM, BIP or any Affiliate thereof that is a publicly traded company) is in violation of any of the Terrorism Laws, the Borrowers will notify the Administrative Agent and (B) upon the request of any Lender or the Issuing Lender, the Borrowers will provide any information in their possession or control that may be disclosed without a waiver from, or violation of a privilege or confidentiality undertaking with an unaffiliated third party such Lender believes is reasonably necessary to be delivered to comply with the Patriot Act;
(viii) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents), if any, which any Borrower substantially shall have filed with the Securities and Exchange Commission;
(ix) such other financial and other information as any Lender or the Issuing Lender through the Administrative Agent may from time to time reasonably request (including information and reports in such detail as the form Administrative Agent may request with respect to the terms of Exhibit 6.1and information provided pursuant to the Compliance Certificate and any copies of Organic Documents of any Subsidaries of BILP or any Non-Controlled Project Entities); and
(x) on each one year anniversary of the Amendment No. 2 Closing Date or on the date of any Permitted Acquisition, provide an update to the information called for in Schedule 7.01(b), Schedule 7.01(c) and/or Schedule 7.20, as applicable, reflecting any Permitted Acquisition, Asset Disposition or issuance of Capital Stock.
Appears in 1 contract
Samples: Credit Agreement (Brookfield Infrastructure Partners L.P.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Agent and each Lender:
(ai) As as soon as available available, and in any event within sixty 30 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet month of the Borrower and its Subsidiaries as of commencing with the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity first fiscal month of the Borrower and its Subsidiaries ending after the Effective Date, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the previous fiscal year immediately preceding Fiscal Year and ending with the end of such quarterfiscal month, all in reasonable detail and duly certified by the chief financial officer an Authorized Officer of the Borrower as having been prepared fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month, in accordance with generally accepted accounting principles consistently GAAP applied (in a manner consistent with that of the most recent audited financial statements furnished to the Agent and the Lenders, subject to addition of notes and ordinary normal year-end audit adjustments;
(ii) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clause (i) of this Section 7.01(a), together with a certificate of the chief financial officer an Authorized Officer of the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no Default or Event knowledge of, the existence during such period of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuingor Default or, a statement as to if an Event of Default or Default existed, describing the nature and period of existence thereof and the action that which the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculations specified in Sections 7.02(g), (t), (u) and (v);
(iii) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority;
(iv) as soon as possible, and in any event within 3 days after the occurrence of an Event of Default or Default or the occurrence of any event or development that could have a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a Material Adverse Effect and the action which the affected Loan Party proposes to take with respect thereto;
(bv) As promptly after the commencement thereof but in any event not later than 5 days after service of process with respect thereto on, or the obtaining of knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could have a Material Adverse Effect;
(vi) as soon as available possible and in any event within ninety 5 days after the end of each fiscal year of the Borrowerexecution, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operationsreceipt or delivery thereof, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware copies of any Default material notices that any Loan Party executes, receives or Event of Default and if so, describing its nature, along delivers in connection with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearany Material Contract;
(cvii) Not later than sixty as soon as possible and in any event within 5 days following after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with the end of each fiscal quarter a certificate signed by the chief financial officer sale or other Disposition of the Borrower Capital Stock of, or all or substantially all of the assets of, any Loan Party (neither of which are permitted hereunder);
(viii) promptly after the sending or filing thereof, copies of all statements, reports and other information any Loan Party sends to any holders of its Indebtedness or its securities or files with the SEC or any national (domestic or foreign) securities exchange;
(ix) promptly upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to any Loan Party by its auditors in connection with any annual or interim audit of the form books thereof; and
(x) promptly upon request, such other information concerning the condition or operations, financial or otherwise, of Exhibit 6.1any Loan Party as the Agent may from time to time may reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writingWith respect to Parent and Purchaser, furnish to Administrative Agent and each Vendor each of the Lenderfollowing:
(ai) As soon as available and in any event within sixty ten (10) days of the end of each fiscal month of such Person, internal monthly financial statements prepared by such Person and in form reasonably acceptable to Requisite Vendors for the accounting period then ended;
(ii) As soon as available and in any event within forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end quarter of such quarter and (ii) consolidated and consolidating statements of operationsPerson, cash flows and stockholders' equity of the Borrower and its Subsidiaries unaudited Financial Statements for the accounting period commencing at the end of the previous fiscal year and ending then ended, accompanied by a compliance certificate (with the end of such quarter, all calculations in reasonable detail and duly certified detail) signed by such Person's Chief Financial Officer, certifying (A) that the chief financial officer of the Borrower as having been Financial Statements attached were prepared in accordance with generally accepted accounting principles consistently applied GAAP and fairly present in all material respects the financial condition of such Person as of such date (subject except as to addition the absence of notes and ordinary subject to year-end audit adjustments), together with a certificate ; (B) that the calculation of the chief financial covenants with respect to such Financial Statements, is accurate and as required under this Agreement; (C) that such Person has taken all steps to pledge all collateral required to be pledged under the Collateral Documents to which it is a party; and (D) that such officer is familiar with the terms of the Borrower stating this Agreement and that no Event of Default or Unmatured Event of Default has occurred or is continuing under this Agreement, or if such an Event of Default or Unmatured Event of Default has occurred and is continuing orcontinuing, if containing a statement as to the nature thereof and the steps being taken with respect thereto;
(iii) As soon as available and in any event within ninety (90) days after the end of each fiscal year of such Person, audited Financial Statements for the immediately preceding fiscal year (provided that consolidating figures for such Financial Statements may be unaudited), certified in a manner reasonably acceptable to Vendors by one of the "Big Four" Accounting Firms or such other independent public accountants acceptable to Vendors, and an opinion of such accountants relating to such Financial Statements, accompanied by (A) a compliance certificate (with calculations in reasonable detail), in form satisfactory to Vendors, signed by such Person's Chief Financial Officer, certifying (1) that the Financial Statements attached were prepared in accordance with GAAP and fairly present in all material respects the financial condition of such Person; (2) that the calculation of the financial covenants with respect to the Financial Statements, is accurate and as required under this Agreement; and (3) that such officer is familiar with the terms of this Agreement and that no Event of Default or Unmatured Event of Default has occurred or is continuing under this Agreement, or if such an Event of Default or Unmatured Event of Default has occurred and is continuing, containing a statement as to the nature thereof and the steps being taken with respect thereto; (B) copies of any and all management letters relating to the audits of such Financial Statements (which is audited); (C) a certificate of accountants of such Person stating that in making the examination necessary for their certification they have obtained no knowledge of any Event of Default or Unmatured Event of Default with respect to the financial covenants required under this Agreement which has occurred and is continuing, or if, in the opinion of such accountants, an Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof thereof; and the action that the Borrower proposes (D) an annual budget of Purchaser and its Subsidiaries prepared by Purchaser's Chief Financial Officer in form and detail reasonably satisfactory to take with respect theretoVendors;
(biv) As soon as available and in any event within ninety days Promptly after the end sending or filing thereof, copies of each fiscal year all reports which such Person sends to any of their public equity or debt securities holders and, to the extent not included in such reports, any and all monthly, quarterly and audited annual financial statements of such Person, any and all press releases that such Person issues or, as reasonably requested by Administrative Agent or Vendors, other information (whether or not publicly filed);
(v) Promptly after any Responsible Officer of such Person has knowledge or should have known of the Borroweroccurrence thereof, give written notice to Administrative Agent and Vendors of: (A) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware occurrence of any Default or Unmatured Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1or
Appears in 1 contract
Samples: Deferred Payment Agreement (Leap Wireless International Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the LenderLenders:
(a) As to the extent practicable prior to any Asset Sale anticipated to generate in excess of $1,000,000 in Asset Sale Proceeds, a notice (i) describing the assets being sold and (ii) stating the estimated Asset Sale Proceeds in respect of such Asset Sale;
(b) as soon as available available, and in any event no later than 30 days prior to the end of each Fiscal Year, an annual budget of the Borrower and each of its Subsidiaries for the succeeding Fiscal Year, displaying on a monthly and quarterly basis anticipated balance sheet information, forecasted revenues, net income and cash flow and annual business and financial plans, such business and financial plans being updated quarterly;
(c) as soon as available, and in any event within sixty 30 days after prior to the end of each Fiscal Year, a forecast of the first three quarters of each fiscal year of the Borrower annual sales, EBITDA, Capital Expenditures, working capital requirements and its Subsidiaries,
(i) a consolidated and consolidating balance sheet projected cash flow results of the Borrower and its Subsidiaries as on a consolidated and consolidating basis for the next succeeding 12 months;
(i) promptly and in any event within 30 days after the Borrower, any of the end of such quarter its Subsidiaries or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred and (ii) consolidated promptly and consolidating statements in any event within 10 days after the Borrower, any of operations, cash flows and stockholders' equity its Subsidiaries or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending Code has been filed with the end of such quarterrespect to any Qualified Plan, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate written statement of the chief financial officer or other appropriate officer of the Borrower stating that no Default describing such ERISA Event or Event of Default has occurred waiver request and is continuing orthe action, if any, that the Borrower, its Subsidiaries and its ERISA Affiliates propose to take with respect thereto and a Default copy of any notice filed with the PBGC or an Event the IRS pertaining thereto;
(e) promptly and in any event within 30 days after the filing thereof by the Borrower, any of Default has occurred and is continuingits Subsidiaries or any ERISA Affiliate, a copy of each annual report (Form 5500 Series, including Schedule B thereto) filed with respect to a Pension Plan, and upon request by any Lender made through the Agent, with respect to any other Plan;
(f) promptly and in any event within 30 days after receipt thereof, a copy of any adverse notice, determination letter, ruling or opinion that the Borrower, any of its Subsidiaries or any ERISA Affiliate receives from the PBGC, DOL or IRS with respect to any Qualified Plan;
(g) promptly and in any event within 10 days after receipt thereof, a copy of any correspondence the Borrower, any of its Subsidiaries or any ERISA Affiliate receives from the plan sponsor (as defined by Section 4001(a)(10) of ERISA) of any Multiemployer Plan concerning potential Withdrawal Liability of the Borrower, any of its Subsidiaries or any ERISA Affiliate, or notice of any reorganization with respect to any Multiemployer Plan, together with a written statement as to the nature thereof and of a Responsible Officer of the action that which the Borrower proposes Borrower, its Subsidiaries and its ERISA Affiliates propose to take with respect thereto;
(bh) As soon as available promptly and in any event within ninety 30 days after the end adoption thereof, notice of each fiscal year (i) any amendment to a Title IV Plan which results in any material increase in benefits or the adoption of any new Title IV Plan and (ii) any amendment to, or adoption of, a new Welfare Benefit Plan that results in material new or increased benefits for retirees, their spouses or their beneficiaries;
(i) promptly and in any event after receipt of written notice of commencement thereof, notice of any action, suit or proceeding before any Governmental Authority or arbitrator affecting the Borrower, any of its Subsidiaries or any ERISA Affiliate with respect to any Plan, except those that in the audited consolidated balance sheet aggregate, if adversely determined, would have no Material Adverse Effect;
(j) promptly and in any event within 30 days after notice or knowledge thereof, notice that the Borrower or any of its Subsidiaries has become subject to a material amount of tax on prohibited transactions imposed by Section 4975 of the Code, together with a copy of any Form 5330 filed in respect thereof;
(k) promptly after the commencement thereof, notice of all actions, suits and proceedings before any Governmental Authority or arbitrator, affecting the Borrower or any of its Subsidiaries, except those that in the aggregate, if adversely determined, would have no Material Adverse Effect;
(l) promptly and in any event within two Business Days after the Borrower becomes aware of the existence of (i) any Default or Event of Default, (ii) any breach or non-performance of, or any default under, any Contractual Obligation that is material to the business, prospects, operations or financial condition of the Borrower and its Subsidiaries taken as one enterprise or (iii) any Material Adverse Change or any event, development or other circumstance which has any reasonable likelihood of causing or resulting in a Material Adverse Change, telephonic or telegraphic notice in reasonable detail specifying the nature of the end Default, Event of Default, breach, non-performance, default, event, development or circumstance, including, without limitation, the anticipated effect thereof, which notice shall be promptly confirmed in writing within five days of the receipt of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default telephonic or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yeartelegraphic notice;
(cm) Not later than sixty days following promptly after the end sending or filing thereof, copies of each fiscal quarter a certificate signed all reports that the Borrower sends to its security holders generally, and copies of all reports and registration statements that the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission, any national securities exchange or the National Association of Securities Dealers, Inc.;
(n) upon the request of any Lender, made through the Agent, copies of all federal, state and local tax returns and reports filed by the chief financial officer Borrower or any of its Subsidiaries in respect of taxes measured by income (excluding sales, use and like taxes);
(o) promptly, and in any event within five days after any Loan Party or any Subsidiary thereof learning of any of the Borrower substantially following, written notice of any of the following: (i) the Release or threatened Release of any Hazardous Material on or from any property owned, operated or leased by such Loan Party or any Subsidiary thereof required to be reported to any Governmental Authority under any Environmental Laws; (ii) any Remedial Action taken by such Loan Party, any Subsidiary thereof or any other Person in response to any Hazardous Material on, under or about any real property owned, operated or leased by such Loan Party or Subsidiary, unless such Remedial Action is not reasonably likely to subject such Loan Party or any of its Subsidiaries to Environmental Liabilities and Costs in excess of $1,000,000; (iii) receipt by such Loan Party or any Subsidiary thereof of any notice of violation of, or knowledge by such Loan Party or Subsidiary that there exists a condition which may result in a violation by such Loan Party or any of its Subsidiaries of, any Environmental Law, unless such violation is not reasonably likely to subject such Loan Party to Environmental Liabilities and Costs in excess of $1,000,000; (iv) the commencement of any judicial or administrative proceeding or investigation alleging a material violation of any Environmental Law; (v) any material non-compliance by any Loan Party or any of its Subsidiaries under Environmental Laws; or (vi) any facts or circumstances at any Real Property owned, operated or leased by any Loan Party or any of its Subsidiaries that could reasonably be expected to result in such Loan Party incurring Environmental Liabilities and Costs in excess of $1,000,000 or cause any such property to be subject to any material restrictions on ownership, occupancy, use or transferability under Environmental Laws;
(p) a schedule in the form of Exhibit 6.1SCHEDULE 6.11
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless Furnish to the Lender Agent which shall otherwise consent in writing, turn furnish to each of the LenderLenders:
(a) As soon as available and in any event within sixty 90 days after the end of each Fiscal Year of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Borrowers, consolidated and consolidating balance sheet sheets of the Borrower Borrowers and its their Subsidiaries as of the end of such quarter and (ii) Fiscal Year, consolidated and consolidating statements of operations, cash flows income and stockholders' equity of the Borrower Borrowers and its their Subsidiaries for such Fiscal Year and consolidated statements of cash flows of the Borrowers and their Subsidiaries for such Fiscal Year, all in reasonable detail and all prepared in accordance with GAAP (subject to the absence of footnotes, in the case of the consolidating statements), and as to the consolidated statements, accompanied by an opinion thereon by Deloitte & Touche LLP or other independent accountants of national standing selected by the Borrowers and reasonably acceptable to Agent, which opinion shall not be qualified by reason of audit limitations imposed by the Borrowers;
(b) As soon as available and in any event within 45 days after the end of each Fiscal Quarter of the Borrowers (including the Fiscal Quarter ending December 31 of each Fiscal Year), consolidated and consolidating balance sheets of the Borrowers and their Subsidiaries as of the end of such Fiscal Quarter, consolidated and consolidating statements of income and consolidated statements of cash flows of the Borrowers and their Subsidiaries for the period commencing at the end of the previous fiscal year Fiscal Year and ending with the end of such quarterFiscal Quarter, all in reasonable detail and duly stating in comparative form the respective consolidated figures for the corresponding date in the previous Fiscal Year, and all prepared in accordance with GAAP and certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied CTG (subject to addition of notes and ordinary year-end audit adjustmentsadjustments and the absence of footnotes);
(c) Simultaneously with the delivery of the financial statements referred to above for each Fiscal Year and each Fiscal Quarter of the Borrowers, together with a certificate of the chief financial officer of CTG in substantially the Borrower stating form of EXHIBIT J hereto (a "COMPLIANCE CERTIFICATE") (i) certifying that to the best of his knowledge no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which is proposed to be taken with respect thereto, (ii) with computations set forth in reasonable detail satisfactory to the Lenders which demonstrate compliance with the covenants contained in Article 8, (iii) with a schedule listing all Liens of which they have knowledge on the assets of the Borrowers and their Subsidiaries which are in addition to those in favor of the Agent and Lenders or those listed on SCHEDULE 5.16 hereto; and (iv) with a schedule listing all environmental matters of the type described in section 5.16 which are in addition to those listed on SCHEDULE 5.16 hereto if the aggregate amount of all liabilities, losses, damages, costs and expenses of such additional environmental matters, including but not limited to clean-up or remediation costs, is estimated to exceed an aggregate amount of $500,000;
(d) Promptly after the commencement thereof, notice of all actions, suits, and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, against any of the Borrowers or any of their Subsidiaries which, if determined adversely to the Borrowers or their Subsidiaries, could reasonably be expected to have a Material Adverse Effect;
(e) As soon as possible and in any event within 3 days after the occurrence of each Default or Event of Default, a written notice setting forth the details of such Default or Event of Default and the action which is proposed to be taken by the Borrowers with respect thereto;
(f) Promptly after the receiving thereof, copies of all reports and notices which the Borrowers or any of their Subsidiaries receives from the PBGC or the U.S. Department of Labor under ERISA; and as soon as possible and in any event within 10 days after the Borrowers or any of their Subsidiaries know or have reason to know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the Borrower proposes PBGC or the Borrowers or any of their Subsidiaries have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, the Borrowers will deliver to each of the Lenders a certificate of the chief financial officer of CTG setting forth details as to such Reportable Event or Prohibited Transaction or Plan termination and the action the Borrowers propose to take with respect thereto;
(bg) As soon as available and in any event within ninety Within 90 days after of the end of each fiscal year Fiscal Year, a forecast of the Borrowerbalance sheet, income statement and statement of cash flows for the audited consolidated balance sheet then current Fiscal Year of the Borrower Borrowers and its their Subsidiaries as of in a form reasonably acceptable to the end of such fiscal year Agent and the audited consolidated statements of operations, cash flows prepared by management and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, computed in each case accompanied by the unqualified opinion accordance with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearGAAP;
(ch) Not later than sixty days following Contemporaneously with the end filing, copies of each fiscal quarter a certificate signed by all material and reports filed with the chief Securities and Exchange Commission; and
(i) Such other information respecting the condition or operations, financial officer or otherwise, of the Borrower substantially in Borrowers or any of their Subsidiaries as the form Agent at the request of Exhibit 6.1any Lender may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The (a) Until the Loans and all other Secured Obligations are fully paid and satisfied, no Letters of Credit are outstanding, and any commitment of Lender under this Loan Agreement is terminated, Borrower shall, unless the Lender shall otherwise consent consents in writing, furnish to the LenderLender in Proper Form:
(a1) As soon as available available, and in any event within sixty one hundred twenty (120) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter Borrower’s fiscal year, annual financial statements for Borrower, consisting of at least a balance sheet, an income statement, a statement of cash flows, a statement of changes in owners’ equity, and a statement of contingent liabilities, audited by an independent certified public accounting firm acceptable to Lender and certified by an authorized officer of Borrower (i) as being true and correct in all material aspects to the best of his knowledge, (ii) consolidated and consolidating statements as fairly reporting in all material respects the financial condition of operations, cash flows and stockholders' equity Borrower as of the Borrower and its Subsidiaries for the period commencing at the end close of the previous fiscal year and ending with the end results of such quarterits operations for the year, all in reasonable detail and duly certified by the chief financial officer of the Borrower (iii) as having been prepared in accordance with generally accepted Accounting Principles;
(2) As soon as available, and in any event within forty-five (45) days of the end of each fiscal quarter, quarterly financial statements for Borrower compiled by an independent certified public accounting principles consistently applied firm acceptable to Lender, consisting of at least a balance XXXXXXXX PROSPECTS, LTD. January 12, 2018 sheet, an income statement, a statement of cash flows, a statement of changes in owners’ equity, and a statement of contingent liabilities, for the quarter and for the period from the beginning of the fiscal year to the close of the quarter, certified by an authorized officer of Borrower (i) as being true and correct in all material aspects to the best of his knowledge, (ii) as fairly reporting in all material respects the financial condition of Borrower as of the close of the fiscal quarter and the results of its operations for the quarter, and (iii) as having been prepared in accordance with Accounting Principles, subject to addition of notes and ordinary normal year-end audit adjustmentsadjustments and the absence of footnotes;
(3) Within forty-five (45) days after the end of each month if there is any outstanding balance on the Revolving Note, a Borrowing Base Certificate in the form of Exhibit C attached, signed by an authorized officer of Borrower, along with an accounts receivable listing and aging and an inventory report;
(4) With the annual and quarterly financial statements required above, a Compliance Certificate in the form of Exhibit D attached to this Loan Agreement, signed by an authorized officer of Borrower and certifying compliance with the financial covenants and other matters in this Loan Agreement;
(5) On or before February 28 of each year, commencing February 28, 2016, Borrower shall furnish to Lender a reserve report (the “Reserve Report”) evaluating the Sand Properties (as defined in the Term Credit Agreement) of Borrower as of the immediately preceding January 1. The Reserve Report shall be prepared by one or more Approved Engineers (as defined in the Term Credit Agreement). With the delivery of each Reserve Report, together with Borrower shall provide to Lender a certificate from an authorized officer of Borrower certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, and (ii) the other matters required by Section 8.12(b) of the chief financial officer Term Credit Agreement.
(6) Within thirty (30) days of filing, but in no event later than October 31 of each year, copies of Borrower’s federal, state, and local income tax filings or returns, with all schedules, attachments, forms, and exhibits;
(7) Within forty-five (45) days after the end of each month, commencing with the month ending May 31, 2011, and continuing through the month ending December 31, 2011, and thereafter within forty-five (45) days after the end of each fiscal quarter, a production report, showing the gross volumes of sand produced from the Collateral and such other information as Lender may reasonably request; XXXXXXXX PROSPECTS, LTD. January 12, 2018
(8) At any time upon request by Lender and within thirty (30) days of any change thereafter, a list showing the name and address of each purchaser of sand produced from or attributable to the Collateral;
(9) Within five (5) days after Borrower stating that no Default learns of any such occurrence, a written report of any pending or threatened litigation which would reasonably be expected to cause a Material Adverse Change or which asserts damages or claims in an amount in excess of $100,000;
(10) As soon as possible and in any event within five (5) days after the occurrence of any Event of Default, or any event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, the written statement of Borrower setting forth the details of such Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the which Borrower proposes to take with respect thereto;; and
(11) Within ten (10) days of Lender’s written request, such other information respecting the condition and the operations, financial or otherwise, of Borrower and the Collateral as Lender may from time to time reasonably request.
(12) Concurrently with the delivery of annual financial statements under Subparagraph (1) of Subsection (a) of Section 8 of this Loan Agreement, an annual budget of Borrower in form and detail reasonably satisfactory to Lender (the “Annual Budget”).
(b) As soon as available Until the Loans and in all other Secured Obligations are fully paid and satisfied, no Letters of Credit are outstanding, any event within ninety days after commitment of Lender under this Loan Agreement is terminated, and all other obligations and liabilities of Guarantors under this Loan Agreement, the end of Guaranties, and the other Loan Documents are fully paid and satisfied, each fiscal year of the BorrowerIndividual Guarantors shall, the audited consolidated balance sheet unless Lender otherwise consents in writing, furnish to Lender in Proper Form:
(1) Within ninety (90) days of the Borrower and its Subsidiaries as anniversary of the end of such fiscal year and the audited consolidated prior statements of operationsprovided to Lender, cash flows and stockholders' equity current personal financial statements for each of the Borrower and its Subsidiaries for such fiscal yearIndividual Guarantors, in each case accompanied by the unqualified opinion with respect thereto consisting of the Borrower's independent public accountants at least a balance sheet, a statement of cash flow, and a certification by such accountants stating that they have reviewed this Agreement statement of contingent liabilities, and whetherbeing certified (i) as being true and correct in all material aspects to the best of his knowledge, and (ii) as having been prepared in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along accordance with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearAccounting Principles;
(c2) Not Within thirty (30) days of filing, but in no event later than sixty days following the end October 31 of each fiscal quarter a certificate signed by year, copies of each Individual Guarantors’ federal, state, and local income tax filings or returns, with all schedules, attachments, forms, and exhibits; and XXXXXXXX PROSPECTS, LTD. January 12, 2018
(3) Within ten (10) days of Lender’s written request, such other information respecting the chief condition and the operations, financial officer or otherwise, of each of the Borrower substantially Individual Guarantors as Lender may from time to time reasonably request.
(4) Within ninety (90) days of each calendar year end, commencing with the calendar year ending December 31, 2014, current annual financial statements for each of the Xxxx Xxxxxx Xxxxxxxxx Trust, the Xxxx Xxxxx Xxxxxxxxx Trust, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxx Trust, and the Claire Xxx Xxxxxxxxx Trust, consisting of at least a balance sheet and a statement of contingent liabilities, and being certified (i) as being true and correct in all material aspects to the form best of Exhibit 6.1the Trustees’ knowledge, and (ii) as having been prepared in accordance with Accounting Principles.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, Company will furnish or cause to be furnished to the LenderAdministrative Agent and each of the Lenders:
(ai) Quarterly Financial Statements. As soon as available and in any event within sixty forty-five (45) calendar days after the end of each of the first three fiscal quarters of in each fiscal year year, financial statements of the Borrower Company and its Consolidated Subsidiaries,
(i) , consisting of a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter and (ii) related consolidated and consolidating statements of operationsincome, cash flows and stockholders' equity of the Borrower and its Subsidiaries cash flows for the period commencing at fiscal quarter then ended and the end of the previous fiscal year and ending with the end of such quarterthrough that date, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and footnotes) by the chief financial officer Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, Controller, Treasurer or Assistant Treasurer of the Borrower Company as having been prepared in accordance with generally accepted accounting principles GAAP, consistently applied applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year. The Borrowers will be deemed to have complied with the delivery requirements of this Section 8.3.1 [Quarterly Financial Statements] if within forty-five (subject 45) days (or any such earlier date as may be mandated by the Securities and Exchange Commission) after the end of its fiscal quarter, the Company delivers to addition of notes and ordinary year-end audit adjustments), together with a certificate the Administrative Agent on behalf of the chief financial officer Lenders a copy of its Quarterly Report on Form 10-Q as filed with the Borrower stating that no Default or Event of Default has occurred Securities and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof Exchange Commission and the action that financial statements contained therein meet the Borrower proposes to take with respect thereto;requirements described in this Section 8.3.1 [Quarterly Financial Statements].
(bii) Annual Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal year of the BorrowerCompany and its Consolidated Subsidiaries, financial statements of the audited Company and its Consolidated Subsidiaries consisting of a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year year, and the audited related consolidated and consolidating statements of operationsincome, cash flows and stockholders' equity of and cash flows for the Borrower fiscal year then ended, all in reasonable detail and its Subsidiaries for such fiscal year, setting forth in each case accompanied by comparative form the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries financial statements as of the end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications (other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such fiscal year accountants concur) and shall not indicate the unaudited consolidating statements occurrence or existence of operationsany event, cash flows' and stockholders' equity condition or contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Borrower under any of the Borrower Loan Documents. The Borrowers will be deemed to have complied with the delivery requirements of this Section 8.3.2 [Annual Financial Statements] if within ninety (90) days (or any such earlier date as may be mandated by the Securities and its Subsidiaries for such fiscal year;
(cExchange Commission) Not later than sixty days following after the end of each its fiscal quarter a certificate signed by year, the chief financial officer Company delivers to the Administrative Agent on behalf of the Borrower substantially Lenders a copy of its Annual Report on Form 10-K as filed with the Securities and Exchange Commission and the financial statements and certification of public accountants contained therein meet the requirements described in this Section 8.3.2 [Annual Financial Statements].
(iii) Certificate of the form Company. Concurrently with the financial statements of Exhibit 6.1the Company furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderAgent:
(ai) As as soon as available and in any event within sixty 45 days (or such shorter period for the filing of Crown Holdings’ Form 10-Q as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending March 31, 2004), a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of Crown Holdings, it being understood and agreed that the delivery of Crown Holdings’ Form 10-Q (as filed with the SEC), if certified as required in this clause (i), shall satisfy the requirements set forth in this clause;
(ii) as soon as available and in any event within 90 days (or such shorter period for the filing of Crown Holdings’ Form 10-K as may be required by the SEC) after the end of each Fiscal Year of Crown Holdings (commencing with the Fiscal Year ended December 31, 2003), a copy of the annual audit report for such Fiscal Year for Crown Holdings and its Subsidiaries, including therein a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, in each case certified in a manner acceptable to the Agent by PricewaterhouseCoopers LLP or other independent public accountants reasonably acceptable to the Agent (it being understood and agreed that the delivery of Crown Holdings’ Form 10-K (as filed with the SEC), if certified as required by this clause (ii), shall satisfy such delivery requirement in this clause), together with (other than in the case of the Fiscal Year ended December 31, 2003) a certificate from a Financial Officer of Crown Holdings and the other Parents substantially in the form of Exhibit B (a “Compliance Certificate”) containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6(h), (i), (j) and (k) and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Event of Termination or Potential Event of Termination that has occurred and is continuing, or, if such Financial Officer has become aware of such Event of Termination or Potential Event of Termination, describing such Event of Termination or Potential Event of Termination and the steps, if any, being taken to cure it, and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Termination or Potential Event of Termination (which certificate may be limited to the extent required by accounting rules or guidelines);
(iii) as soon as available and in any event within 45 days (or such shorter period as may be required for the filing of Crown Holdings’ Form 10-Q by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of Crown Holdings (commencing with the Fiscal Quarter ending March 31, 2004), a Compliance Certificate from a Financial Officer of Crown Holdings containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6(h), (i), (j) and (k) and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware of any Event of Termination or Potential Event of Termination that has occurred and is continuing, or, if such Financial Officers have become aware of such Event of Termination or Potential Event of Termination, describing such Event of Termination or Potential Event of Termination and the steps, if any, being taken to cure it;
(iv) as soon as available and in any event within 60 days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year of Crown Holdings (commencing with the Borrower and its Subsidiaries,
Fiscal Quarter ending March 31, 2004) (i) a consolidated and an unaudited consolidating balance sheet of the Borrower Crown Holdings and its Subsidiaries as of the end of such quarter and (ii) consolidated Fiscal Quarter and consolidating statements statement of operations, earnings and cash flows and stockholders' equity of the Borrower and Crown Holdings of its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous fiscal year Fiscal Year and ending with the end of such quarterFiscal Quarter, all in reasonable detail and duly certified by a Financial Officer of Crown Holdings (it being understood and agreed that such financial statements need only break out (A) the chief financial officer Servicer and the US Originators, on a consolidated basis; (B) the Seller; (C) Crown (Canada); and (D) the UK Originators, on a consolidated basis, in each case, as of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition end of notes and ordinary year-end audit adjustmentssuch Fiscal Quarter), together with and (ii) a certificate cash flow statement of each of the chief financial officer of the U.S. Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that Euro Borrower (each as defined in the Borrower proposes to take with respect theretoExisting Credit Facilities) showing Cash In Flows and Cash Out Flows on an unconsolidated basis for such Fiscal Quarter;
(bv) As as soon as available and in any event within ninety 105 days after the end of each fiscal year Fiscal Year of Crown Holdings (commencing with the BorrowerFiscal Year ending December 31, the audited consolidated 2003), (i) an unaudited consolidating balance sheet of the Borrower Crown Holdings and its Subsidiaries as of the end of such fiscal year Fiscal Year and the audited consolidated consolidating statements of operations, earnings and cash flows and stockholders' equity flow of the Borrower Crown Holdings and its Subsidiaries for such fiscal yearFiscal Year, certified by a Financial Officer of Crown Holdings (it being understood and agreed that such financial statements need only break out (A) the Servicer and the US Originators, on a consolidated basis; (B) the Seller; (C) Crown (Canada); and (D) the UK Originators, on a consolidated basis, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whethercase, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year), and (ii) a cash flow statement of each of the U.S. Borrower and the unaudited consolidating statements Euro Borrower (each as defined in the Existing Credit Facilities) showing Cash In Flows and Cash Out Flows on an unconsolidated basis for such Fiscal Quarter;
(vi) no later than January 31 of operationseach Fiscal Year of Crown Holdings (commencing with the Fiscal Year 2004), cash flows' and stockholders' equity a detailed consolidated budget of the Borrower Crown Holdings and its Subsidiaries by Fiscal Quarter for such fiscal yearFiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for each Fiscal Quarter during such Fiscal Year) and, promptly when available, any significant revisions of such budgets;
(cvii) Not later than sixty days following the end promptly upon receipt thereof, copies of all reports submitted to Crown Holdings or its Subsidiaries by independent certified public accountants in connection with each fiscal quarter a certificate signed by the chief financial officer annual, interim or special audit of the Borrower substantially books of Crown Holdings or any of its Subsidiaries made by such accountants, including any management letters submitted by such accountants to management in connection with their annual audit;
(viii) as soon as possible and in any event within five Business Days after (i) the occurrence of any adverse development with respect to any litigation, action or proceeding described in Section 5(g) that, individually or in the form aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) the commencement of Exhibit 6.1any litigation, action or proceeding of the type described in Section 5(g), that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, notice thereof and copies of all documentation relating thereto;
(ix) as soon as possible, notice of any other development that could reasonably be expected to have a Material Adverse Effect;
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the Lender:Lenders: ----------------------
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the Borrower and its Subsidiaries,
(i) quarter ending March 31, 2001), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end copy of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending Borrower's Quarterly Report on Form 10-Q filed with the end of Securities and Exchange Commission with respect to such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the such Borrower stating that no Default or Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if a any Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the which such Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the such Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end a copy of such fiscal year Borrower's Annual Report on Form 10-K filed with the Securities and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for Exchange Commission with respect to such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by an authorized officer of such accountants Borrower stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if soany Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action which such Borrower proposes to take with respect thereto;
(iv) concurrently with the related unaudited consolidating balance sheet delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of such Borrower;
(v) except as otherwise provided in subsections (ii) and (iii) above, promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee or dividend reinvestment plans of such Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by such Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action such Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Xxxxx'x Rating or the S&P Rating for such Borrower; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of such Borrower or any of its Subsidiaries as of any Lender, through the end of such fiscal year and the unaudited consolidating statements of operationsAdministrative Agent, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, will furnish to the Lender:
Bank (a) As soon as available and in any event within sixty days after or cause to be furnished to the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,Bank):
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(b) As soon as available and in any event within ninety Within 90 days after the end of each fiscal year of the Borrower, a copy of the audited annual audit report for such fiscal year for the Borrower, including therein consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such fiscal year and the audited related consolidated and consolidating statements of operationsincome, cash flows and stockholders' equity and cash flow for the fiscal year then ended. The annual consolidated financial statements shall be certified by independent public accountants selected by the Borrower and reasonably acceptable to the Bank, such certification to be in such form as is generally recognized as "unqualified". The Borrower will also deliver to the Bank, within 90 days after the commencement of each fiscal year, projections of sales, income and expenses of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied prepared by the unqualified opinion with respect thereto of the Borrower's independent public accountants management and a certification approved by the Borrower's Board of Directors, such accountants stating that they have reviewed this Agreement and whether, projections to be in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with such detail as is reasonably satisfactory to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;Bank.
(cii) Not later than sixty Within 45 days following after the end of each fiscal quarter of the Borrower, a copy of the Borrower's Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission ("SEC"). If, for any reason, the Borrower is not required to file or does not file such Quarterly Report on Form 10-Q with the SEC within 45 days after the end of any fiscal quarter, then within such 45-day period after the end of such fiscal quarter the Borrower will deliver to the Bank consolidated and consolidating balance sheets of the Borrower and Subsidiaries and related consolidated and consolidating statements of income and cash flow, unaudited but complete and accurate and prepared in accordance with generally accepted accounting principles consistently applied fairly presenting the financial condition of the Borrower and Subsidiaries as at the dates thereof and for the periods covered thereby (except that such quarterly statements need not contain footnotes) and certified as accurate by the chief financial officer of the Borrower, such balance sheets to be as at the end of such fiscal quarter and such statements of income and cash flow to be for such fiscal quarter and for the year to date, in each case together with a comparison to budget and a comparison to the results for the corresponding fiscal period of the immediately prior fiscal year.
(iii) At the time of delivery of each annual or quarterly report or financial statement of the Borrower, a certificate signed executed by the chief financial officer of the Borrower substantially stating that he or she has reviewed this letter agreement and the other Loan Documents and has no knowledge of any default by the Borrower in the form performance or observance of Exhibit 6.1any of the provisions of this letter agreement or of any of the other Loan Documents or, if he or she has such knowledge, specifying each such default and the nature thereof. Each financial statement given as at the end of any fiscal quarter of the Borrower will also set forth the calculations necessary to evidence compliance with [Sections]3.7-3.9.
(iv) Promptly after receipt, a copy of all audits or reports submitted to the Borrower by independent public accountants in connection with any annual, special or interim audits of the books of the Borrower and any letter of comments directed by such accountants to the management of the Borrower.
(v) As soon as possible and in any event within five days after the occurrence of any Default or Event of Default, the statement of the Borrower setting forth details of each such Default or Event of Default and the action which the Borrower proposes to take with respect thereto.
(vi) Promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, to which the Borrower or any Subsidiary of the Borrower is a party.
(vii) Promptly upon filing any registration statement or listing application, a copy of same.
(viii) As long as the Borrower has a class of securities which is publicly traded, a copy of each periodic or current report of the Borrower filed with the SEC or any successor agency and each annual report, proxy statement and other communication sent by the Borrower to shareholders or other securityholders generally, such copy to be provided to the Bank promptly upon such filing with the SEC or such communication with shareholders or securityholders, as the case may be.
(ix) Promptly after the Borrower has knowledge thereof, written notice of any development or circumstance which may reasonably be expected to have a material adverse effect on the Borrower or its business, properties, assets, Subsidiaries or condition, financial or otherwise.
(x) Promptly upon request, such other information respecting the financial condition, operations, receivables, inventory, machinery or equipment of the Borrower or any Subsidiary as the Bank may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish or cause to the Lenderbe furnished to Landlord:
(a) As soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) as soon as available but in no event more than 45 days after the close of each fiscal quarter of Tenant, a consolidated and consolidating balance sheet copy of the Borrower and its Subsidiaries as 10Q Report of the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending Tenant filed with the end of such quarter, all in reasonable detail Securities and duly certified Exchange Commission (the "SEC") accompanied by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower Tenant stating that no Default or whether any event has occurred which constitutes an Event of Default has occurred and is continuing orDefault, if a Default or which would constitute such an Event of Default has occurred and is continuingwith the giving of notice or the lapse of time or both, a statement as to and, if so, stating the nature thereof and the action that the Borrower proposes to take facts with respect thereto;; and
(bii) As as soon as available and but in any no event within ninety more than 90 days after the end close of each fiscal year of Tenant, a copy of the Borrower10K Report of Tenant filed with the SEC and a copy of the annual audited financial statements relating to Tenant prepared in accordance with GAAP, the audited consolidated which financial statements shall include a balance sheet of the Borrower and its Subsidiaries Tenant as of at the end of such fiscal year and the audited consolidated statements a statement of operations, cash flows earnings and stockholders' changes in stockholder's equity of the Borrower and its Subsidiaries Tenant for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;; and
(ciii) Not later as soon as available but in no event more than sixty 90 days following after the end close of each fiscal quarter year of Tenant, a certificate signed by of the chief financial officer of Tenant stating whether any event which constitutes an Event of Default under this Lease has occurred, or any event which would constitute such an Event of Default with the Borrower substantially giving of notice or the lapse of time or both has occurred, and, if so, stating the facts with respect thereto; and
(iv) promptly upon transmission thereof, copies of any financial statements, proxy statements, reports and the like which Tenant sends to its shareholders and copies of all registration statements (with exhibits); and
(v) promptly upon request, access to the registration materials submitted to the Federal Drug Administration (the "FDA") to evidence the internal validation and registration of the Leased Premises as a pharmaceutical-manufacturing facility, any correspondence, notices and the like received from the FDA relating to the initial and on-going validation and registration of the Leased Premises as a pharmaceutical-manufacturing facility with the FDA and, promptly upon receipt thereof, copies of any threatened or actual revocation, restriction, suspension or expiration of any such validation and/or registration; and
(vi) within 30 days before February 15, 2006, a written statement, signed by the President or Vice President of Tenant, stating (A) whether or not, and to what extent, the Tenant's Subordinated Notes have been converted into shares of common stock of Tenant or are outstanding, and (B) whether or not Tenant is in compliance with the form Liquidity Covenant; and
(vii) promptly upon the occurrence thereof, written notice of Exhibit 6.1any Change in Control; and
(viii) with reasonable promptness, such budgets, cash flow projections and other additional information, reports or statements as Landlord, either of the Credit Facility Providers or MIDFA may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shallEach of Newark, unless the Lender each Newark Subsidiary, VCP Exportadora and VCP shall otherwise consent in writing, furnish provide to the Lender:Administrative Agent (who shall promptly distribute to the Lenders):
(a) As as soon as available and in any event within sixty 120 days after the end of each of the first three quarters last day of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating VCP Exportadora, annual audited financial statements of operationsVCP Exportadora, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end opinion thereon of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as internationally recognized independent public accountants satisfactory to the nature thereof Administrative Agent, and the action that the Borrower proposes to take with respect thereto;
(b) As as soon as available and in any event within ninety 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP Exportadora, quarterly unaudited financial statements of VCP Exportadora as at and for the Borrower, quarterly period ending on the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with GAAP,
(b) as soon as available and in any event within 120 days after the last day of each fiscal year and the audited consolidated of Newark, annual unaudited financial statements of operations, cash flows and stockholders' equity of the Borrower Newark and its Subsidiaries for such fiscal yearconsolidated Subsidiaries, and as soon as available and in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty event within 60 days following after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of Credit Agreement 48 Newark, quarterly unaudited financial statements of Newark and its consolidated Subsidiaries as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with GAAP;
(c) as soon as available and in any event within 120 days after the last day of each fiscal year of VCP, annual audited consolidated financial statements of VCP, with the opinion thereon of internationally recognized independent public accountants satisfactory to the Administrative Agent, and as soon as available and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of each fiscal year of VCP, quarterly unaudited consolidated financial statements of VCP as at and for the quarterly period ending on the last day of such fiscal quarter, each in form and substance satisfactory to the Administrative Agent and each prepared in accordance with both GAAP and U.S. GAAP,
(d) each time financial statements are required to be delivered under clause (a), (b) or (c), a certificate signed by of the chief financial officer (or more senior officer) of VCP Exportadora, Newark or VCP, as applicable: (i) with respect to VCP only, providing a calculation (in reasonable detail) of the Borrower substantially Debt Service Coverage Ratio, the Net Debt to EBITDA Ratio and the Total Debt to Total Capitalization Ratio as of the end of the most recent Fiscal Semester (or most recent fiscal quarter, in the form case of Exhibit 6.1the Debt Service Coverage Ratio), and (ii) certifying that his/her review has not disclosed the existence of a Default or, if any Default then exists, specifying the nature and period of existence thereof and what action Newark, the Newark Subsidiaries, VCP Exportadora and/or VCP has taken or proposes to take with respect thereto,
(e) within two Business Days after either Newark, either Newark Subsidiary, VCP Exportadora or VCP obtains knowledge of any Default or any default, early amortization event or similar event under the Other Facility, the Additional Facility or the Other Bank Facility, a certificate of the chief financial officer or the chief accounting officer thereof setting forth the details thereof and the action(s) that is/are being taken or is/are proposed to be taken with respect thereto,
(f) promptly (and, in any event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof) notice of any litigation, claim, investigation, arbitration, other proceeding or controversy pending or, to its knowledge, threatened involving or affecting any Obligor: (i) that could give rise to a Lien on any of its Properties, other than Permitted Liens (or, with respect to the Collateral, other than Permitted Liens of the type described in clauses (a) and (b) of the definition thereof), (ii) that could reasonably be expected to have a Material Adverse Effect or (iii) relating to any of the Loan Documents or Sales Agreements,
(g) promptly (and, in any event, within five Business Days after Newark's, either Newark Subsidiary's, VCP Exportadora's or VCP's knowledge thereof), notice of any other event or development that could reasonably be expected to have a Material Adverse Effect, Credit Agreement 49
(h) promptly (and, in any event, within five Business Days after being filed with the U.S. Securities and Exchange Commission), copies of any public filings made therewith, and
(i) from time to time such other information with respect to the Obligors, the Loan Documents, the Sales Agreements and/or the transactions contemplated hereby or thereby as any Lender (through the Administrative Agent) or either Agent may reasonably request.
Appears in 1 contract
Reporting Requirements. The Each Borrower shallcovenants that it will, so long as any Advance or any other amount owing hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, unless the Lender Majority Lenders shall otherwise consent in writing, furnish to the each Lender:
(a) As as soon as possible and in any event within three days after the occurrence of each Event of Default and each Unmatured Default, the statement of the chief financial officer or Vice President and Treasurer of such Borrower setting forth details of such Event of Default or Unmatured Default and the action which such Borrower proposes to take with respect thereto;
(b) as soon as available and in any event within sixty days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) such Borrower, a consolidated and consolidating balance sheet of the such Borrower and its Subsidiaries as of the end of such quarter and statements of income and retained earnings and of source and application of funds of such Borrower (ii) in the case of GPU, on a consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries basis) for the period commencing at the end of the previous fiscal year 3-month and 12-month periods ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures as of the end of and for the 3-month and the 12-month periods ending on the corresponding date of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer or Vice President and Treasurer of the such Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)applied, together with a certificate of the chief financial said officer of the Borrower stating that said officer has no knowledge that an Event of Default or Event of an Unmatured Default has occurred and is continuing or, if a an Event of Default or an Event of Unmatured Default has occurred and is continuing, a statement as to the nature thereof and the action that the which such Borrower proposes to take with respect thereto;
(bc) As as soon as available and in any event within ninety days after the end of each fiscal year of the each Borrower, a copy of the audited consolidated annual audit report for such year for such Borrower including therein a balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operationsincome and retained earnings and of source and application of funds of such Borrower (in the case of GPU, cash flows on a consolidated and stockholders' equity of the Borrower and its Subsidiaries consolidating basis) for such fiscal year, in each case accompanied certified (except for the consolidating financial statements) by the unqualified opinion with respect thereto of the Borrower's PriceWaterhouseCoopers, L.L.P. or other independent public accountants and of recognized standing acceptable to the Majority Lenders as having been prepared in accordance with generally accepted accounting principles consistently applied together with a certification certificate of (i) such accounting firm to the Lenders stating that in the course of its audit of the business of such Borrower, which audit was conducted by such accountants stating accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or an Event of Default or an Unmatured Default relating to financial or accounting matters has occurred and if sois continuing, describing its natureor if, along with in the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end opinion of such fiscal year accounting firm, such an Event of Default or an Unmatured Default has occurred and is continuing, a statement as to the unaudited consolidating statements of operations, cash flows' nature thereof and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(cii) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer or Vice President and Treasurer of such Borrower corresponding to the certificate referred to in the last clause of Section 5.3(b);
(d) within thirty days after the filing thereof, copies of all Annual Reports on Form 10-K (or successor form), Quarterly Reports on Form 10-Q (or successor form), and reports on Form 8-K (or successor form) of the Borrower substantially Borrowers filed with the SEC;
(e) as soon as possible and in any event within three Business Days of the occurrence of a material adverse change in the form financial position, operations or prospects of Exhibit 6.1such Borrower, the statement of the chief financial officer or Vice President and Treasurer of such Borrower setting forth the details of such change, the anticipated effects thereof and the action which such Borrower proposes to take with respect thereto;
(f) as soon as possible and in any event (A) within thirty days after a Borrower knows or has reason to know, or a Borrower has knowledge that any of its ERISA Affiliates knows or has reason to know, that any ERISA Plan Termination Event described in clause (i) of the definition of ERISA Plan Termination Event with respect to any Plan has occurred and (B) within ten days after a Borrower knows or has reason to know, or a Borrower has knowledge that any of its ERISA Affiliates knows or has reason to know, that any other ERISA Plan Termination Event with respect to any Plan has occurred, a statement of the chief financial officer or Vice President and Treasurer of such Borrower describing such ERISA Plan Termination Event and the action, if any, which such Borrower or such ERISA Affiliate proposes to take with respect thereto;
(g) promptly and in any event within five Business Days after receipt thereof by a Borrower from the PBGC, or within five Business Days after a Borrower has knowledge of the receipt thereof by any of its ERISA Affiliates, copies of each notice received by such Borrower or such ERISA Affiliate of the PBGC's intention to terminate any Plan or to have a trustee appointed to administer any such Plan;
(h) as soon as possible and in any event within three Business Days after any Borrower acquires knowledge of the filing of any appeal of, or petition seeking modification or setting aside of, any order of the SEC under the Utility Act obtained by the Borrowers in connection with this Agreement, notice of such appeal or petition together with a copy thereof, if available;
(i) such other information respecting the business, properties or the condition or operations, financial or otherwise, of such Borrower as any Lender may through the Administrative Agent from time to time reasonably request;
(j) as soon as possible and in any event within three Business Days after any Borrower acquires knowledge thereof, notice of any change in the Debt Rating or in any credit rating used to determine the Debt Rating;
(k) as soon as possible and in any event within three Business Days after any Borrower acquires knowledge thereof, notice of any change in the short-term debt borrowing limit prescribed by the SEC for such Borrower under the Utility Act (such Borrower's "Short-Term Debt Limit"); and
(l) together with the financial statements delivered pursuant to subsections (b) and (c) above, a certificate of the Chief Financial Officer or Vice President and Treasurer of GPU setting forth in reasonable detail the calculations used in determining compliance by each Borrower with Sections 5.1(h) and 5.2(b)(ix) as of the last day of the period or periods covered by such financial statements.
Appears in 1 contract
Samples: Credit Agreement (Gpu Inc /Pa/)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a Altria, an unaudited interim condensed consolidated and consolidating balance sheet of the Borrower Altria and its Subsidiaries as of the end of such quarter and (ii) unaudited interim condensed consolidated and consolidating statements of operations, cash flows and stockholders' equity earnings of the Borrower Altria and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of Altria;
(ii) as soon as available and in any event within 100 days after the Borrower end of each fiscal year of Altria, a copy of the consolidated financial statements for such year for Altria and its Subsidiaries, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as having been prepared of the date of this Agreement, are one of the “big four” accounting firms);
(iii) all reports which Altria sends to any of its shareholders, and copies of all reports on Form 8-K (or any successor forms adopted by the Securities and Exchange Commission) which Altria files with the Securities and Exchange Commission;
(iv) as soon as possible and in accordance any event within five days after the occurrence of each Event of Default and each event which, with generally accepted accounting principles consistently applied (subject to addition the giving of notes and ordinary year-end audit adjustments)notice or lapse of time, together with or both, would constitute an Event of Default, continuing on the date of such statement, a certificate statement of the chief financial officer or treasurer of the Borrower stating that no Default or Altria setting forth details of such Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof event and the action that the Borrower which Altria has taken and proposes to take with respect thereto;
(bv) As soon as available during the period when compliance with Section 5.01(c) is required hereunder and in any event within ninety 60 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter of Altria, a certificate signed by statement of the chief financial officer or treasurer of Altria certifying compliance with the Borrower substantially requirements of Section 5.01(c) and setting forth the relevant calculations; and
(vi) such other information respecting the condition or operations, financial or otherwise, of Altria or any Major Subsidiary as any Lender through JPMorgan Chase, as Administrative Agent, may from time to time reasonably request. In lieu of furnishing the Lenders the items referred to in clauses (i), (ii) and (iii) above, Altria may make such items available on the form internet at xxx.xxxxxx.xxx (which website includes an option to subscribe to a free service alerting subscribers by e-mail of Exhibit 6.1new Securities and Exchange Commission filings) or any successor or replacement website thereof, or by similar electronic means.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish to each Lender and the LenderAdministrative Agent:
(a) As soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each Borrower's fiscal year of the Borrower and its Subsidiaries,
quarters, (i) a consolidated and consolidating balance sheet sheets of the [Parents, the Borrower and its Subsidiaries their Subsidiaries, and each other GCI Entity], as of the end of such quarter quarter, and (ii) consolidated and consolidating statements of operationsincome, and consolidated and consolidating statements of changes in cash flows and stockholders' equity flow of the [Parents, the Borrower and its Subsidiaries their Subsidiaries, and each other GCI Entity], for the period commencing at portion of the end of fiscal year ending with such quarter, setting forth, in comparative form, figures for the corresponding periods in the previous fiscal year and ending with the end of such quarteryear, all in reasonable detail detail, and duly certified by the chief financial officer of the Borrower an Authorized Officer as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition GAAP, and fairly presenting the financial condition and results of notes and ordinary year-end audit adjustments), together with a certificate operations of the chief financial officer of [Parents, the Borrower stating that no Default or Event and their Subsidiaries, and each other GCI Entity], (ii) for the [Parents, the Borrower and their Subsidiaries], comparisons and reconciliations of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as actual results to the nature thereof budget delivered pursuant to Section 6.05(e) below for the fiscal quarter most recently ended, in reasonable detail and satisfactory to the Administrative Agent, and (iii) for the [Parents, the Borrower and the action that the Borrower proposes to take with respect theretoRestricted Subsidiaries,] all information set forth in (i) and (ii) above in a separate presentation;
(b) As soon as available and in any event within ninety 120 days after the end of each fiscal year, (i) consolidated and consolidating balance sheets of the [Parents, the Borrower and their Subsidiaries, and each other GCI Entity,] as of the end of such fiscal year, and consolidated and consolidating statements of income and changes in cash flow of the [Parents, the Borrower and their Subsidiaries, and each other GCI Entity,] for such fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion of the Auditor, which opinion shall state that such financial statements were prepared in accordance with GAAP, that the examination by the Auditor in connection with such financial statements was made in accordance with generally accepted auditing standards, and that such financial statements present fairly the financial condition and results of operations of the [Parents, the Borrower and their Subsidiaries, and each other GCI Entity], and (ii) for [the Parents, the Borrower and the Restricted Subsidiaries], all information set forth in (i) above in a separate presentation;
(c) Promptly upon receipt thereof, (i) copies of all material reports or letters submitted to the Borrower, the Parents or any Subsidiary of the Borrower or the Parents by the Auditor or any other accountants in connection with any annual, interim, or special audit, including without limitation the comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by GCI, GCII, the Borrower or any Restricted Subsidiary in writing to stockholders generally, (iii) each regular or periodic report and any registration statement or prospectus (or material written communication in respect of any thereof) filed by the Parents, the Borrower or any Restricted Subsidiary with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Parents, the Borrower or any Restricted Subsidiary;
(d) Together with each set of financial statements delivered pursuant to subsections (a) and (b) above, a Compliance Certificate executed by an Authorized Officer, which such Compliance Certificate must (i) certify that there has occurred no Default or Event of Default, (ii) compute the Applicable Margin, and (iii) set forth the detailed calculations with respect to the financial covenants required by Section 7.01 hereof;
(e) As soon as available and in any event not later than 30 days after the beginning of each fiscal year of the Borrower, the audited consolidated balance sheet annual operating and Capital Expenditure budgets of the Borrower and its Subsidiaries as of the end of such fiscal year Restricted Subsidiaries, [and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries other GCI Entity] for such fiscal year;
(cf) Not later than sixty days following the end of each fiscal quarter a certificate signed Promptly upon knowledge by the chief financial officer Borrower or any other GCI Entity of the occurrence of any Default or Event of Default, a notice from an Authorized Officer, setting forth the details of such Default or Event of Default, and the action being taken or proposed to be taken with respect thereto ;
(g) As soon as possible and in any event within five Business Days after knowledge thereof by the Borrower or any other GCI Entity, notice of any Litigation pending or threatened against the Borrower or any other GCI Entity or Unrestricted Subsidiary which, if determined adversely, could reasonably be expected to result in a judgment, penalties, or damages in excess of $1,000,000 together with a statement of an Authorized Officer describing the allegations of such Litigation, and the action being taken or proposed to be taken with respect thereto;
(h) Promptly following notice or knowledge thereof by the Borrower or any other GCI Entity, notice of any actual or threatened loss or termination of any material Authorization of the Borrower substantially or any other GCI Entity or any Unrestricted Subsidiary, together with a statement of an Authorized Officer describing the circumstances surrounding the same, and the action being taken or proposed to be taken with respect thereto;
(i) Promptly after filing or receipt thereof, copies of all reports and notices that the Borrower or any other GCI Entity or Unrestricted Subsidiary (i) files or receives in respect of any Plan with or from the form Internal Revenue Service, the PBGC, or the United States Department of Exhibit 6.1Labor, or (ii) furnishes to or receives from any holders of any Debt or Contingent Liability, if in either case, any information or dispute referred to therein either causes a Default or Event of Default, or could reasonably be expected to cause or result in a Default or an Event of Default;
(j) Within 30 days after renewal or issuance of any hazard, public liability, business interruption, or other insurance policy maintained by the Borrower or any other GCI Entity, a copy of the binder or insurance certificate (showing Administrative Agent, on behalf of the Borrower or such GCI Entity, as loss payee or additional insured, as appropriate);
(k) As soon as possible and in any event within 10 days after the Borrower or any other GCI Entity knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by an Authorized Officer, describing said Reportable Event and the action which the such Person proposes to take with respect thereto;
(l) As soon as possible, and in any event within 10 days after receipt by the Borrower or any other GCI Entity, a copy of (a) any notice or claim to the effect that the Borrower or any other GCI Entity is or may be liable to any Person as a result of the release by the Borrower, any other GCI Entity or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any federal, state or local environmental, health or safety law or regulation by the Borrower or any other GCI Entity, which could reasonably be expected to, in either case, cause a Material Adverse Change;
(m) Promptly upon the filing thereof, copies of all material registration statements and all annual, quarterly, monthly or other regular reports which the Parents, the Borrower or any Subsidiary of the Parents or the Borrower or any other GCI Entity or Unrestricted Subsidiary files with the FCC or the Securities and Exchange Commission;
(n) Promptly upon request, such other information concerning the condition or operations of the Borrower, any other GCI Entity, Unrestricted Subsidiary and any of their Affiliates, financial or otherwise, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shallIssuers and the Guarantor shall furnish or cause to be furnished to the New Indenture Trustee, unless the Lender which shall otherwise consent in writing, furnish to El Paso, the LenderRating Agencies, the New Noteholders and, if so requested, to each owner of a beneficial interest in a Global Note, the following; provided that, so long as the Guarantor is subject to Section 13 or 15(d) of the Exchange Act, the Guarantor shall not be required to comply with clauses (i) and (ii) below; provided, further, that the Guarantor shall not be required to comply with clause (iv) below:
(ai) As as soon as available and in any event within sixty 60 days after the end of each of the first three first, second and third fiscal quarters of each fiscal year of Investor, the Borrower Guarantor, Topaz, Garnet and its Subsidiaries,
(i) a Diamond, an unaudited consolidated and consolidating balance sheet of each of Investor, the Borrower Guarantor, Topaz, Garnet and its Subsidiaries Diamond as of the end of such quarter and the related consolidated statements of income and cash flows for such quarter and for the portion of the fiscal year ending with the last day of such quarter and beginning with the first fiscal quarter ending in 2003, setting forth in each case in comparative form corresponding unaudited figures for the corresponding fiscal period of the preceding year, if any; provided that such financial statements need not include footnote disclosure and may be subject to ordinary year-end adjustment;
(ii) consolidated as soon as available and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at in any event within 120 days after the end of the previous each fiscal year of each of Investor, the Guarantor, Topaz, Garnet and ending with Diamond, audited consolidated financial statements of each of Investor, the end of such quarterGuarantor, all in reasonable detail Topaz, Garnet and duly certified by the chief financial officer of the Borrower as having been Diamond, prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate an unqualified audit opinion of the chief financial officer PricewaterhouseCoopers LLP or another firm of the Borrower stating independent certified public accountants of recognized national standing and an Issuers' Certificate stating, to its actual knowledge, (a) that no Indenture Default or Event of Default has occurred and or is continuing orcontinuing, (b) if a an Indenture Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and what action the Issuers are taking or propose to take in respect thereof and (c) that no event has occurred or remains by reason of which payments on account of the principal of or interest, if any, on any of the New Notes are prohibited or, if such event has occurred, a statement as to the nature thereof and what action that the Borrower proposes Issuers are taking or propose to take with respect thereto;
(biii) As soon as available promptly and in any event within ninety days 10 Business Days after either Investor, the end of each fiscal year Co-Issuer or the Guarantor has actual knowledge thereof, written notice of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware occurrence of any Default event or condition which constitutes an Indenture Default, an Event of Default or a Specified Equity Event, specifically stating that such event or condition has occurred and if sodescribing it and any action being or proposed to be taken with respect thereto; and
(iv) promptly and in any event within 10 Business Days after either Investor or the Co-Issuer has actual knowledge thereof, describing its nature, along with the related unaudited consolidating balance sheet written notice of the Borrower occurrence of any material default under any Transaction Document (other than the Note Purchase Agreement and its Subsidiaries as the Dealer Manager Agreement), the commencement of any material actions, suits and other proceedings instituted against any of Investor or the end Co-Issuer, or the occurrence of any event or condition that is reasonably likely to have an Issuer Material Adverse Effect. With respect to the information and documents required to be delivered pursuant to this Section 7.01(b), the New Indenture Trustee may require each owner of a beneficial interest in a Global Note requesting such information to provide evidence satisfactory to the New Indenture Trustee of such fiscal year Person's interest in a Global Note before delivering the requested information to such Person. Delivery of such information, documents or notices to the New Indenture Trustee shall be for informational purposes only, and the unaudited consolidating statements New Indenture Trustee's receipt of operationssuch shall not constitute constructive notice of any information contained therein or determinable from information contained therein, cash flowsincluding the Issuers' and stockholderscompliance with any of their covenants hereunder (as to which the New Indenture Trustee is entitled to rely exclusively on Issuers' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Certificates).
Appears in 1 contract
Samples: Indenture (El Paso Corp/De)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to the Borrower continuing on the date of such statement, a statement of an authorized officer of the Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which the Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a copy of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if the Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity operations of the Borrower and its Subsidiaries for the period commencing at the end portion of the previous Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited Borrower’s Annual Report on Form 10-K filed with the Securities and Exchange Commission with respect to such fiscal year (or, if the Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operations, changes in shareholders’ equity (if applicable) and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent PricewaterhouseCoopers LLP or other certified public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing), in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along together with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial of an authorized officer of the Borrower stating that no Event of Default or Unmatured Event of Default has occurred and is continuing or, if any such Event of Default or Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto;
(iv) concurrently with the delivery of the quarterly and annual reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit D, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of the Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that the Borrower sends to its security holders generally, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of the Borrower or a Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 430(k) of the Code, or the taking of any action with respect to a Plan which could result in the form requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of Exhibit 6.1any event with respect to any Plan which could result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action the Borrower or such member of the Controlled Group proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Xxxxx’x Rating, the Fitch Rating or the S&P Rating; and
(viii) such other information respecting the condition, operations or business, financial or otherwise, of the Borrower or any Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with its obligations under any “know your customer” or anti-money laundering laws or regulations). The Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder or (v) relates to a request for an extension of the scheduled Termination Date pursuant to Section 2.17 or an increase in the Commitments pursuant to Section 2.18 (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on Exelon’s Internet website). Any document readily available on-line through the “Electronic Data Gathering Analysis and Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange Commission (or any succeeding Governmental Authority), shall be deemed to have been furnished to the Administrative Agent for purposes of this Section 5.01(b) when the Borrower sends to the Administrative Agent notice (which may be by electronic mail) that such documents are so available. Notwithstanding the foregoing, the Borrower agrees that, to the extent requested by the Administrative Agent or any Lender, it will continue to provide “hard copies” of Communications to the Administrative Agent or such Lender, as applicable. The Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Electronic Systems or a substantially similar electronic transmission system. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the Administrative Agent from time to time of the e-mail address to which the foregoing notice may be sent and (ii) that such notice may be sent to such e-mail address.
Appears in 1 contract
Reporting Requirements. The From the date hereof and thereafter for as long as any portion of the Loan is outstanding, or Bank has any obligation to make Advances under this Agreement, or the Borrower shalland/or any Subsidiary is indebted to the Bank under any of the Financing Documents, Borrower will, unless the Lender Bank shall otherwise consent in writing, furnish or cause to the Lenderbe furnished to Bank:
(a) As 5.3.1 as soon as available possible and in any event upon acquiring knowledge of an Event of Default or Default, continuing on the date of such statement, the written statement of an officer of Borrower setting forth details of such Event of Default or Default and the action which Borrower proposes to take with respect thereto;
5.3.2 with respect to Borrower, as soon as practicable after the end of each fiscal year and in any event within sixty one hundred and twenty (120) days thereafter, a consolidating and consolidated balance sheet of Borrower and the Subsidiaries as at the end of such year, a consolidating and consolidated statement of earnings of Borrower and each of the Subsidiaries for such year setting forth in each case the corresponding figures for the preceding fiscal year, and a consolidating and consolidated statement of cash flows during such year, such consolidated statements to be certified by a firm of independent certified public accountants reasonably acceptable to Bank, and to contain a statement to the effect that such accountants have examined Sections 5.1.14 through 5.1.18 and that no Default or Event of Default exists on account of Borrower's failure to have been in compliance therewith on the date of such statement;
5.3.3 as soon as is practicable after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and its Subsidiaries,
in any event within forty-five (i45) days thereafter, a consolidated and consolidating balance sheet of the Borrower and its the Subsidiaries as of the end of such quarter and (ii) period, a consolidated and consolidating statements statement of operationsearnings of Borrower and Subsidiaries for such period and fiscal year to that date, and a consolidated and consolidating statement of cash flows and stockholders' equity of the Borrower and its the Subsidiaries for the period commencing at the end of the previous fiscal year to that date, subject to changes resulting from year-end adjustments, such balance sheet and ending with the end of such quarter, all in reasonable detail statements to be prepared and duly certified by the chief financial an officer of the Borrower in an Officer's Certificate as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes GAAP except for footnotes and ordinary year-end audit adjustments), together and to be in form satisfactory to Bank;
5.3.4 with a certificate respect to Borrower only, simultaneously with the furnishing of each of the chief year-end financial officer statements to be delivered pursuant to Paragraph 5.3.2 and each of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as quarterly financial statements to the nature thereof and the action that the Borrower proposes be delivered pursuant to take with respect thereto;
(b) As soon as available and in any event within ninety days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1Paragraph 5.
Appears in 1 contract
Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the LenderAdministrative Agent, with sufficient copies for each Lender and the Fronting Bank, the following:
(ai) As promptly after the occurrence of any Event of Default, the statement of an authorized officer of the Borrower setting forth details of such Event of Default and the action that the Borrower has taken or proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 50 days after the end close of each of the first three quarters of in each fiscal year of the Borrower and its Subsidiaries,
(i) a Borrower, consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect theretoapplied;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as of the end of such fiscal year Subsidiaries, containing consolidated and the audited consolidated consolidating financial statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such year certified in a manner acceptable to the Lenders and the Fronting Bank by PricewaterhouseCoopers LLP or other independent public accountants acceptable to the Lenders and the Fronting Bank, together with statements of projected financial performance prepared by management for the next fiscal year, in each case accompanied by form satisfactory to the unqualified opinion Administrative Agent;
(iv) concurrently with respect thereto the delivery of the Borrower's independent public accountants financial statements specified in clauses (ii) and (iii) above a certification by certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Borrower (A) stating whether he has any knowledge of the occurrence at any time prior to the date of such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware certificate of any Default or an Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Event of Default, except Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, describing its naturestating the facts with respect thereto, along with and (B) setting forth in a true and correct manner, the related unaudited consolidating balance sheet calculation of the Borrower and its Subsidiaries ratios contemplated by Section 5.02 hereof, as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity date of the Borrower and its Subsidiaries for most recent financial statements accompanying such fiscal yearcertificate, to show the Borrower’s compliance with or the status of the financial covenants contained in Section 5.02 hereof;
(cv) Not later than sixty promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K that the Borrower or any of its Subsidiaries files with the SEC;
(vi) as soon as possible and in any event (A) within 30 days following after the end Borrower or any member of each fiscal quarter the Controlled Group knows or has reason to know that any Termination Event described in clause (i) of the definition of Termination Event with respect to any Plan has occurred and (B) within 10 days after the Borrower or any member of the Controlled Group knows or has reason to know that any other Termination Event with respect to any Plan has occurred, a certificate signed by statement of the chief financial officer of the Borrower substantially describing such Termination Event and the action, if any, that the Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto;
(vii) promptly and in any event within two Business Days after receipt thereof by the form Borrower or any member of Exhibit 6.1the Controlled Group from the PBGC, copies of each notice received by the Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;
(viii) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan;
(ix) promptly and in any event within five Business Days after receipt thereof by the Borrower or any member of the Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any member of the Controlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
(x) promptly and in any event within five Business Days after Xxxxx’x or S&P has changed any relevant Reference Rating, notice of such change; and
(xi) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that the Borrower or any Subsidiary files with the SEC or any national securities exchange, as the Administrative Agent or the Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower covenants and agrees that until the Termination Date has occurred, the Borrower shall, unless the Lender shall otherwise consent in writing, furnish to the Lender:
(a) As Furnish, or cause to be furnished, to the Administrative Agent (with sufficient copies for each Lender or, if posted on an electronic data room, with access to each Lender) the following financial statements, reports, Officer’s Certificates, notices and information:
(i) as soon as available and in any event within sixty (60) days after the end of each of the first three quarters Fiscal Quarters of each fiscal year Fiscal Year, a calculation of the Borrower equity investment and its Subsidiaries,income arising from the indirect investment in the Holding Companies, along with a reconciliation to such amounts and the amount of the Borrowings reflected in the Sponsor’s financial statements filed with the SEC and certified as fairly stated in all material respects by a Financial Officer of the Borrower;
(ii) as soon as available and in any event within 120 days after the end of each Fiscal Year, (x) a calculation of the equity investment and income arising from the indirect investment in the Holding Companies and (y) a reconciliation to such amounts and the amount of the Borrowings reflected in the Sponsor’s financial statements filed with the SEC, for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, accompanied by a report of Ernst & Young or other nationally recognized independent auditor reasonably acceptable to the Lenders that confirms that the equity and investment amounts were correctly calculated from the Holding Company financials and that the reconciliation agrees to the amounts included in the Sponsor’s audited financial statements filed with the SEC;
(iii) concurrently with the delivery of the financial information pursuant to clauses (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating statements of operationsabove, cash flows and stockholders' equity an Officer’s Certificate executed by a Financial Officer of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarterBorrower, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing (or, if an Event of Default has occurred, specifying the details of such Event of Default and the action that the Borrower has taken or proposes to take with respect thereto);
(iv) within seven (7) Business Days after its receipt thereof, any quarterly and annual financial statements, and other material financial information, received by the Borrower from or relating to any Portfolio Company;
(v) within seven (7) Business Days after its receipt thereof, any operating report or any other material notice, report, filing or other document delivered to the Borrower relating to any Portfolio Company or any Project;
(vi) as soon as reasonably practicable and in any event within seven (7) Business Days after the Borrower obtains Knowledge of the occurrence of a Default or an Event of Default, an Officer’s Certificate of the Borrower setting forth details of such Default has occurred and is continuing, a statement as to the nature thereof or Event of Default and the action that the Borrower has taken and proposes to take with respect thereto;
(bvii) As as soon as available possible and in any event within ninety seven (7) Business Days after the Borrower obtains Knowledge of (A) any material litigation involving the Borrower, (B) any event or condition that has had or is reasonably expected to cause a Material Adverse Change, an Officer’s Certificate of the Borrower setting forth the details thereof and, if applicable, setting forth the action that the Borrower has taken, and any action proposed to be taken with respect thereto or (C) any ERISA Event;
(viii) within seven (7) Business Days after the Borrower obtains Knowledge of (A)(i) any Event of Loss, (ii) Event of Eminent Domain, or (iii) any Asset Sale giving rise to proceeds in excess of $250,000 or (B) any material litigation involving any Portfolio Company, an Officer’s Certificate of the Borrower attaching a copy of any notice received with respect thereto and, if applicable setting forth the action that the Borrower has taken and any action proposed to be taken with respect thereto;
(ix) [Reserved];
(x) promptly (A) if the Borrower obtains Knowledge that one or more of the Borrower or any Person that owns, directly or indirectly, any Capital Stock of the Borrower, or of any other direct or indirect equitable, legal or beneficial interest therein is in violation of any of the Terrorism Laws, the Borrower will notify the Administrative Agent, and (B) upon the request of any Lender, the Borrower will provide any information such Lender believes is reasonably necessary to be delivered to comply with the Patriot Act;
(xi) as soon as possible and in any event within seven (7) Business Days after the Borrower obtains Knowledge of any claims, complaints, notices or inquiries that (A) relate to the condition of any Portfolio Company’s facilities and properties in respect of, or as to compliance with, Environmental Laws and (B) could (individually or in the aggregate) reasonably be expected to have a Material Adverse Change, an Officer’s Certificate of the Borrower attaching a copy of any notice delivered with respect thereto and, if applicable, setting forth the action that the Borrower has taken and any action proposed to be taken with respect thereto;
(xii) no later than sixty (60) days after the end of each fiscal year Fiscal Year, the Borrower shall prepare and deliver to the Lenders an updated Base Case Financial Model reflecting the actual financial results of the Borrower for such Fiscal Year, based on information actually received as of such date by the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet same categories of the Borrower revenue and its Subsidiaries as of the end of such fiscal year cost, including all operating and the unaudited consolidating statements of operationsmaintenance costs, cash flows' debt service, insurance premiums and stockholders' equity of the Borrower other costs, charges and its Subsidiaries for such fiscal yearliabilities payable by each Portfolio Company;
(cxiii) Not later than sixty days following within seven (7) Business Days after its receipt thereof, any tax returns or other filings relating to Portfolio and each Holding Company; and
(xiv) such other financial and other information as any Lender through the end Administrative Agent may from time to time reasonably request (including information and reports in such detail as the Administrative Agent may request with respect to the terms of each fiscal quarter a certificate signed by and information provided pursuant to any Officer’s Certificate delivered pursuant to this Article VII). Notwithstanding anything to the chief financial officer contrary in this Section 7.01, as soon as possible and in any event within three (3) Business Days after its receipt thereof, copies of any material written notices, communications or other information delivered to the Borrower under or pursuant to any of the Borrower substantially in the form of Exhibit 6.1Portfolio Transaction Documents.
Appears in 1 contract
Samples: Credit Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Xxxxxxxx proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the quarter ending September 30, 2004), a copy of such Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if such Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end portion of the previous such Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the such Borrower stating that no Default or Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower which such Xxxxxxxx proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the such Borrower, a copy of such Borrower’s Annual Report on Form 10-K filed with the audited Securities and Exchange Commission with respect to such fiscal year (or, if such Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the such Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, retained earnings (if applicable) and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and of recognized national standing), together with a certification by certificate of an authorized officer of such accountants Borrower stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Unmatured Event of Default with respect to such Borrower has occur red and is continuing or, if soany such Event of Default or Unmatured Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action which such Xxxxxxxx proposes to take with respect thereto;
(iv) concurrently with the related unaudited consolidating balance sheet delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of such Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of such Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by such Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action such Xxxxxxxx proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Xxxxx’x Rating or the S&P Rating for such Borrower; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of such Borrower or any of its Subsidiaries as of any Lender, through the end of such fiscal year and the unaudited consolidating statements of operationsAdministrative Agent, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement
Reporting Requirements. The Borrower shallwill deliver, unless or cause to be delivered, to Lender each of the Lender following, which shall otherwise consent be in writing, furnish form and detail acceptable to the Lender:
(a) As as soon as available available, and in any event within sixty 120 days after the end of each of the first three quarters of each fiscal year of Corporate Guarantor, consolidated audited financial statements of Corporate Guarantor with the Borrower unqualified opinion of independent certified public accountants selected by Corporate Guarantor and its Subsidiaries,
(i) a acceptable to Lender, which annual consolidated and consolidating financial statements shall include the balance sheet of the Borrower and its Subsidiaries Corporate Guarantor as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end related statements of such quarterincome, retained earnings and cash flows of Corporate Guarantor for the fiscal year then ended, all in reasonable detail and duly certified prepared in accordance with generally accepted accounting principles applied on a consistent basis, together with (i) a report signed by such accountants stating that in making the investigations necessary for said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default hereunder and all relevant facts in reasonable detail to evidence, and the computations as to, whether or not Borrower is in compliance with the requirements set forth in Sections 7.11 through 7.13 hereof; and (ii) a certificate of the chief financial officer of Corporate Guarantor or Borrower in the Borrower as having form of Exhibit L hereto stating that such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes on a consistent basis and ordinary year-end audit adjustments), together with a certificate whether or not such officer has knowledge of the chief financial officer occurrence of the Borrower stating that no any Default or Event of Default has occurred and is continuing orhereunder and, if a Default or an Event of Default has occurred and is continuingso, a statement as to stating in reasonable detail the nature thereof and the action that the Borrower proposes to take facts with respect thereto;
(b) As as soon as available and in any event within ninety 90 days after the end of each fiscal quarter of Corporate Guarantor, a consolidated unaudited/internal balance sheet and statements of income and retained earnings of Corporate Guarantor as at the end of and for such quarter and for the year to date period then ended, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance with generally accepted accounting principles applied on a consistent basis and certified by the chief financial officer of Borrower or Corporate Guarantor, subject to year-end audit adjustments; and accompanied by a certificate of that officer in the form of Exhibit L hereto stating (i) that such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not Borrower is in compliance with the requirements set forth in Sections 7.11 through 7.13 hereof;
(c) immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting Borrower or Corporate Guarantor of the type described in Article V hereof or which seek a monetary recovery against Borrower or Corporate Guarantor in excess of $500,000;
(d) as promptly as practicable (but in any event not later than five Business Days) after an officer of Borrower obtains knowledge of the occurrence of any event that constitutes a Default or an Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of Borrower of the steps being taken by Borrower to cure the effect of such Default or Event of Default;
(e) promptly upon knowledge thereof, notice of any loss or destruction of or damage to any Property or of any material adverse change in any Property;
(f) promptly upon their distribution, copies of all financial statements, reports and proxy statements that Borrower shall have sent to its stockholders;
(g) promptly after the amending thereof, copies of any and all amendments to its certificate of incorporation, articles of incorporation or bylaws;
(h) promptly upon knowledge thereof, notice of any violation by Borrower of any law, rule or regulation;
(i) promptly upon knowledge thereof, notice of any material adverse change in the financial or operating condition of Borrower or Corporate Guarantor;
(j) upon request of Lender, as soon as available, and in any event within 180 days after the end of each fiscal year forecasts and projections of Borrower's and Corporate Guarantor's financial results for the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such current fiscal year, in each case accompanied by the unqualified opinion together with respect thereto of the Borrower's independent public accountants a balance sheet, an income statement and a certification by supporting facts and assumptions used to formulate such accountants stating that they have reviewed this Agreement forecasts and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearprojections;
(ck) Not later than sixty within 30 days following of request by Lender, evidence satisfactory to Lender that Borrower has complied with the end capital expenditure limitations of each fiscal quarter a certificate signed by the chief financial officer Code section 144(a)(4); and
(l) promptly upon knowledge thereof, notice of the Borrower substantially any downgrade in the form rating of Exhibit 6.1Bank or any Substitute Bank by LACE Financial Corporation.
Appears in 1 contract
Samples: Tax Exempt Loan Agreement (International Absorbents Inc)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the quarter ending March 31, 2002), a copy of such Borrower's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if such Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end portion of the previous such Borrower's fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the such Borrower stating that no Default or Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the which such Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the such Borrower, a copy of such Borrower's Annual Report on Form 10-K filed with the audited Securities and Exchange Commission with respect to such fiscal year (or, if such Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the such Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, cash flows retained earnings (if applicable) and stockholders' equity cashflows of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and of recognized national standing), together with a certification by certificate of an authorized officer of such accountants Borrower stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if soany such Event of Default or Unmatured Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action which such Borrower proposes to take with respect thereto;
(iv) concurrently with the related unaudited consolidating balance sheet delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of such Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee or dividend reinvestment plans of such Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by such Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action such Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Xxxxx'x Rating or the S&P Rating for such Borrower; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of such Borrower or any of its Subsidiaries as of any Lender, through the end of such fiscal year and the unaudited consolidating statements of operationsAdministrative Agent, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the quarter ending March 31, 2003), a copy of such Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if such Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end portion of the previous such Borrower’s fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the such Borrower stating that no Default or Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the which such Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the such Borrower, a copy of such Borrower’s Annual Report on Form 10-K filed with the audited Securities and Exchange Commission with respect to such fiscal year (or, if such Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the such Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, retained earnings (if applicable) and cash flows and stockholders' equity of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and of recognized national standing), together with a certification by certificate of an authorized officer of such accountants Borrower stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if soany such Event of Default or Unmatured Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action which such Borrower proposes to take with respect thereto;
(iv) concurrently with the related unaudited consolidating balance sheet delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of such Borrower;
(v) except as otherwise provided in clause (ii) or (iii) above, promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee purchase, benefit or dividend reinvestment plans of such Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by such Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action such Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Mxxxx’x Rating or the S&P Rating for such Borrower; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of such Borrower or any of its Subsidiaries as any Lender, through the Administrative Agent, may from time to time reasonably request. Each Borrower may provide information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Section 5.01(b) and all other notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any communication that (i) relates to a request for a Credit Extension, (ii) relates to the payment of any amount due under this Agreement prior to the scheduled date therefor or any reduction of the end Commitments, (iii) provides notice of any Event of Default or Unmatured Event of Default or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement or any Credit Extension hereunder (any non-excluded communication described above, a “Communication”), electronically (including by posting such documents, or providing a link thereto, on Exelon’s Internet website). Notwithstanding the foregoing, each Borrower agrees that, to the extent requested by the Administrative Agent, it will continue to provide “hard copies” of Communications to the Administrative Agent. Each Borrower further agrees that the Administrative Agent may make Communications available to the Lenders by posting such Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATION OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY COMMUNICATION OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT HAVE ANY LIABILITY TO ANY BORROWER, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT SUCH DAMAGES ARE FOUND IN A FINAL NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE ADMINISTRATIVE AGENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE PLATFORM OR ANY BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET. Each Lender agrees that notice to it (as provided in the next sentence) specifying that a Communication has been posted to the Platform shall constitute effective delivery of such fiscal year and Communication to such Lender for purposes of this Agreement. Each Lender agrees (i) to notify the unaudited consolidating statements of operations, cash flows' and stockholders' equity Administrative Agent from time to time of the Borrower e-mail address to which the foregoing notice may be sent and its Subsidiaries for (ii) that such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1notice may be sent to such e-mail address.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as possible, and in any event within five Business Days after the occurrence of any Event of Default or Unmatured Event of Default with respect to such Borrower continuing on the date of such statement, a statement of an authorized officer of such Borrower setting forth details of such Event of Default or Unmatured Event of Default and the action which such Borrower proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of such Borrower (commencing with the quarter ending March 31, 2002), a copy of such Borrower's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to such quarter (or, if such Borrower and its Subsidiaries,
(i) is not required to file a Quarterly Report on Form 10-Q, copies of an unaudited consolidated and consolidating balance sheet of the such Borrower and its Subsidiaries as of the end of such quarter and (ii) the related consolidated and consolidating statements statement of operations, cash flows and stockholders' equity income of the such Borrower and its Subsidiaries for the period commencing at the end portion of the previous such Borrower's fiscal year and ending with on the end last day of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been each case prepared in accordance with generally accepted accounting principles consistently applied (GAAP, subject to addition the absence of notes footnotes and ordinary to year-end audit adjustments), together with a certificate of the chief financial an authorized officer of the such Borrower stating that no Default or Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if a any such Event of Default or an Unmatured Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the which such Borrower proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the such Borrower, a copy of such Borrower's Annual Report on Form 10-K filed with the audited Securities and Exchange Commission with respect to such fiscal year (or, if such Borrower is not required to file an Annual Report on Form 10-K, the consolidated balance sheet of the such Borrower and its Subsidiaries subsidiaries as of the end last day of such fiscal year and the audited related consolidated statements of operationsincome, cash flows retained earnings (if applicable) and stockholders' equity cashflows of the such Borrower and its Subsidiaries for such fiscal year, in each case accompanied certified by the unqualified opinion with respect thereto of the Borrower's independent Pricewaterhouse Coopers LLP or other certified public accountants and of recognized national standing), together with a certification by certificate of an authorized officer of such accountants Borrower stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Unmatured Event of Default with respect to such Borrower has occurred and is continuing or, if soany such Event of Default or Unmatured Event of Default has occurred and is continuing, describing its nature, along a statement as to the nature thereof and the action which such Borrower proposes to take with respect thereto;
(iv) concurrently with the related unaudited consolidating balance sheet delivery of the annual and quarterly reports referred to in Sections 5.01(b)(ii) and 5.01(b)(iii), a compliance certificate in substantially the form set forth in Exhibit E, duly completed and signed by the Chief Financial Officer, Treasurer or an Assistant Treasurer of such Borrower;
(v) except as otherwise provided in subsections (ii) and (iii) above, promptly after the sending or filing thereof, copies of all reports that such Borrower sends to any of its security holders, and copies of all Reports on Form 10-K, 10-Q or 8-K, and registration statements and prospectuses that such Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange (except to the extent that any such registration statement or prospectus relates solely to the issuance of securities pursuant to employee or dividend reinvestment plans of such Borrower or such Subsidiary);
(vi) promptly upon becoming aware of the institution of any steps by such Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a lien under section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that such Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan, which could result in the incurrence by such Borrower or any other member of the Controlled Group of any material liability, fine or penalty, notice thereof and a statement as to the action such Borrower proposes to take with respect thereto;
(vii) promptly upon becoming aware thereof, notice of any change in the Moody's Rating or the S&P Rating for such Borrower; and
(viii) such other information respecting the condition, operations, business or prospects, financial or otherwise, of such Borrower or any of its Subsidiaries as of any Lender, through the end of such fiscal year and the unaudited consolidating statements of operationsAdministrative Agent, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year;
(c) Not later than sixty days following the end of each fiscal quarter a certificate signed by the chief financial officer of the Borrower substantially in the form of Exhibit 6.1may from time to time reasonably request.
Appears in 1 contract
Reporting Requirements. The So long as any Loans shall be outstanding hereunder or the Borrower shallshall have any obligation to pay any amount to the Lender hereunder, the Borrower will provide to the Lender, unless the Lender shall otherwise consent in writing, furnish to the Lenderfollowing:
(a) As as soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Borrower, commencing with the fiscal quarter ending September 30, 2019, a consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer or the treasurer of the Borrower as having been prepared fairly presenting in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the results of operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such date, except for normal year-end adjustments, all in accordance with generally accepted accounting principles GAAP consistently applied (subject to addition for purposes hereof delivery of notes the Borrower’s appropriately completed Form 10-Q will be sufficient in lieu of delivery of such consolidated balance sheet and ordinary year-end audit adjustmentsconsolidated statements of income, retained earnings and cash flows), together with a certificate Compliance Certificate, in the form of Exhibit A, of the chief financial officer or the treasurer of the Borrower (i) demonstrating and certifying compliance by the Borrower with the covenant set forth in Section 6.04 and (ii) stating that no Event of Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default or Default has occurred and is continuing, a statement as to the nature thereof and the action that which the Borrower has taken and proposes to take with respect thereto;
(b) As as soon as available and in any event within ninety one hundred five (105) days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as Consolidated Subsidiaries, containing consolidated and consolidating financial statements for such year certified by, and accompanied by an unqualified opinion of, independent public accountants reasonably acceptable to the Lender (for purposes hereof, delivery of the end Borrower’s appropriately completed Form 10-K will be sufficient in lieu of delivery of such fiscal year and financial statements), together with a Compliance Certificate, in the audited consolidated statements form of operationsExhibit A, cash flows and stockholders' equity of the chief financial officer or the treasurer of the Borrower (i) demonstrating and its Subsidiaries for such fiscal year, in each case accompanied certifying compliance by the unqualified opinion Borrower with respect thereto of the Borrower's independent public accountants covenant set forth in Section 6.04 and a certification by such accountants (ii) stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or no Event of Default or Default has occurred and is continuing or, if soan Event of Default or Default has occurred and is continuing, describing its nature, along with a statement as to the related unaudited consolidating balance sheet of nature thereof and the action which the Borrower has taken and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearproposes to take with respect thereto;
(c) Not later than sixty as soon as possible and in any event within five (5) days following after the end occurrence of each fiscal quarter Event of Default and each Default known to the Borrower, a certificate signed by statement of the chief financial officer or treasurer of the Borrower substantially setting forth details of such Event of Default or Default and the action which the Borrower has taken and proposes to take with respect thereto;
(d) upon the Borrower obtaining knowledge of the following, the Borrower will give written notice to the Lender promptly (and in any event within ten (10) Business Days) of any of the following: (i) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Plan under Section 401(a) of the Code (along with a copy thereof); (ii) all notices received by the Borrower or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (iii) all notices received by the Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability in the form amount of Exhibit 6.1at least $1,000,000 pursuant to Section 4202 of ERISA; and (iv) the Borrower or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA;
(e) as soon as possible and in any event within five (5) days after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (i) of the type described in Section 5.01(e) or (ii) for which the Lender will be entitled to indemnity under Section 9.04(b);
(f) as soon as possible and in any event within five (5) days after the sending or filing thereof, copies of all material reports that the Borrower sends to any of its security holders, and copies of all reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;
(g) as soon as possible and in any event within five (5) days after requested, such other information respecting the business, properties, assets, liabilities (actual or contingent), results of operations, prospects, condition or operations, financial or otherwise, of the Borrower or any Subsidiary thereof as Lender may from time to time reasonably request;
(h) from time to time and promptly upon each request, information with respect to the Borrower as a Lender may reasonably request in order to comply with the Patriot Act;
(i) promptly, upon knowledge of any change in the Debt Rating, a certificate stating that the Debt Rating has changed with evidence of the new Debt Rating. Information required to be delivered pursuant to this Section 6.03 shall be deemed to have been delivered if such information shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx and the Borrower shall have notified the Lender of the availability of all Form 10-Q and Form 10-K reports; provided that, if requested by the Lender, the Borrower shall deliver a paper copy of such information to the Lender. Information required to be delivered pursuant to this Section 6.3 may also be delivered by electronic communications pursuant to procedures reasonably approved by the Lender.
Appears in 1 contract
Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the LenderAdministrative Agent, with sufficient copies for each Lender and each Fronting Bank, the following:
(ai) As promptly after becoming aware of the occurrence of any Event of Default with respect to such Borrower continuing on the date of such statement, the statement of an Authorized Officer of such Borrower setting forth details of such Event of Default and the action that such Borrower has taken or proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end close of each of the first three quarters of in each fiscal year of such Borrower, (A)(1) consolidated and, commencing with the Borrower fiscal quarter ended June 30, 2012, consolidating balance sheets of FET and its Subsidiaries and (2) consolidated balance sheets of ATSI and its Subsidiaries and TrAILCo and its Subsidiaries,
(i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries , in each case, as of at the end of such quarter and (iiB)(1) consolidated and and, commencing with the fiscal quarter ended June 30, 2012, consolidating statements of operations, cash flows and stockholders' equity income of the Borrower FET and its Subsidiaries and (2) consolidated income statements of ATSI and its Subsidiaries and TrAILCo and its Subsidiaries, in each case, for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting in all material respects the financial condition of such Borrower and its Subsidiaries as at such date and the results of operations of such Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the such Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (in the case of such statements that are unaudited, subject 58 to year-end adjustments and the exclusion of detailed footnotes);
(iii) as soon as available and in any event within 105 days after the end of each fiscal year of such Borrower, (A) consolidated financial statements of such Borrower and its Subsidiaries for such year certified by PricewaterhouseCoopers LLP, Deloitte & Touche LLP or other independent public accountants of recognized national standing as fairly presenting, in all material respects, the financial position of such Borrower and its Subsidiaries as at the end of such year and the results of their operations and their cash flows for the three-year period (or, if such Borrower is not then required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, the two-year period) ending as at the end of such year in conformity with GAAP and (B) in the case of FET, consolidating financial statements of FET and its Subsidiaries for such year, duly certified (subject to addition of notes and ordinary year-end audit adjustments) by the chief financial officer, treasurer, assistant treasurer or controller of FET as having been prepared in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes), together ;
(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of the chief financial officer officer, treasurer, assistant treasurer or controller of such Borrower (A) stating whether such Borrower has any knowledge of the Borrower stating that no Default or occurrence and continuance at the date of such certificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratio contemplated by Section 5.02 hereof, as of the date of the most recent financial statements accompanying such certificate, to show such Borrower’s compliance with or the status of the financial covenant contained in Section 5.02 hereof;
(v) promptly after the sending or filing thereof, copies of any reports that such Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K, if any, that such Borrower or any of its Subsidiaries files with the SEC;
(vi) as soon as possible and in any event within 20 days after such Borrower or any member of the Controlled Group knows or has reason to know that any Termination Event with respect to any Plan has occurred and or is continuing orreasonably likely to occur, if a Default that would reasonably be expected to result in liability exceeding $100,000,000 to such Borrower or an Event such member of Default has occurred and is continuingthe Controlled Group, a statement as to of the nature thereof chief financial officer of such Borrower describing such Termination Event and the action action, if any, that such Borrower or such member of the Borrower Controlled Group, as the case may be, proposes to take with respect thereto;
(bvii) As soon as available promptly upon reasonable request by the Administrative Agent or any Lender, after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan;
(viii) promptly upon request and in any event within ninety days five Business Days after receipt thereof by such Borrower or any member of the end Controlled Group from a Multiemployer Plan sponsor, a copy of each fiscal year notice received by such Borrower or such member of the Borrower, Controlled Group concerning the audited consolidated balance sheet imposition of the Borrower and its Subsidiaries as withdrawal liability pursuant to Section 4202 of the end of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearERISA;
(cix) Not promptly and in any event within five Business Days after Xxxxx’x or S&P has changed any relevant Reference Rating, notice of such change; and
(x) such other information respecting the condition or operations, financial or otherwise, of such Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that such Borrower or any Subsidiary files with the SEC or any national securities exchange, as the Administrative Agent, any Fronting Bank or any Lender (through the Administrative Agent) may from time to time reasonably request. The financial statements and reports described in paragraphs (ii), (iii) and (v) above will be deemed to have been delivered hereunder if publicly available on the SEC’s XXXXX Database or on FE’s website no later than sixty days following the end date specified for delivery of each fiscal quarter same under paragraph (ii), (iii) or (v), as applicable, above. If any financial statements or report described in (ii) and (iii) above is due on a certificate signed by date that is not a Business Day, then such financial statements or report shall be delivered on the chief financial officer of the Borrower substantially in the form of Exhibit 6.1next succeeding Business Day.
Appears in 1 contract
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Agent and each Lender:
(ai) As as soon as available and in any event within sixty 45 days after the end of each fiscal quarter (other than the fourth fiscal quarter of any Fiscal Year) of the first three quarters Borrower, consolidated and consolidating balance sheets, consolidated and consolidating statements of each fiscal year operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries,
(i) a consolidated Subsidiaries as at the end of such quarter, and consolidating balance sheet for the period commencing at the end of the immediately preceding Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the figures for the corresponding date or period of the immediately preceding Fiscal Year, all in reasonable detail and certified by an Authorized Officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as of the end of such quarter and (ii) consolidated the results of operations and consolidating statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such quarter, in accordance with GAAP applied in a manner consistent with that of the most recent audited financial statements of the Borrower and its Subsidiaries furnished to the Agents and the Lenders, subject to normal year-end audit adjustments and the absence of footnotes; provided that the delivery of the Borrower’s Form 10-Q for such fiscal quarter shall be deemed to satisfy all of the requirements of this Section 7.01(a)(i).
(ii) as soon as available, and in any event within 90 days after the end of each Fiscal Year of the Borrower and its Subsidiaries, consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the immediately preceding Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified opinion, prepared in accordance with generally accepted auditing standards, of independent certified public accountants of recognized standing selected by the Borrower and satisfactory to the Agents (which opinion shall be without (A) a “going concern” or like qualification or exception, (B) any qualification or exception as to the scope of such audit, or (C) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7.03, together with a written statement of such accountants (1) to the effect that, in making the examination necessary for their audit of such financial statements, they have not obtained any knowledge of the existence of an Event of Default or a Default under Section 7.03 and (2) if such accountants shall have obtained any knowledge of the existence of an Event of Default or such Default under Section 7.03, describing the nature thereof; provided that the delivery of the Borrower’s Form 10-K for such Fiscal Year shall be deemed to satisfy all of the requirements of this Section 7.01(a)(ii).
(iii) as soon as available, and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries, internally prepared consolidated and consolidating balance sheets, consolidated and consolidating statements of operations and retained earnings and consolidated and consolidating statements of cash flows as at the end of such fiscal month, and for the period commencing at the end of the previous fiscal year immediately preceding Fiscal Year and ending with the end of such quarterfiscal month, in each case, all in reasonable detail and duly certified by the chief financial officer an Authorized Officer of the Borrower as having been prepared fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries as at the end of such fiscal month and the results of operations, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal month, in accordance with generally accepted accounting principles consistently GAAP applied (in a manner consistent with that of the most recent audited financial statements furnished to the Agents and the Lenders, subject to addition of notes and ordinary normal year-end audit adjustmentsadjustments and the absence of footnotes;
(iv) simultaneously with the delivery of the financial statements of the Borrower and its Subsidiaries required by clauses (i), (ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer of the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Borrower and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Borrower and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Borrower and its Subsidiaries propose to take or have taken with respect thereto and (B) in the case of the financial statements delivered pursuant to clauses (i) and (ii) of this Section
7.01 (a) or in the case of the financial statements delivered pursuant to clause (iii) of this Section 7.01(a) for the last fiscal month of any Fiscal Year, attaching a schedule showing the calculation of the financial covenants specified in Section 7.03 and calculation of the Applicable Margin Leverage Ratio;
(v) upon the request of either Agent, as soon as available and in any event within 30 days after the end of each fiscal month of the Borrower and its Subsidiaries, reports in form and detail satisfactory to the Agents and certified by an Authorized Officer of the Borrower as being accurate and complete (A) listing all Accounts Receivable of the Borrower as of such day, which shall include the amount and age of each Account Receivable, showing separately those which are more than 30, 60, 90 and 120 days old and a description of all Liens, set-offs, defenses and counterclaims with respect thereto, together with a certificate reconciliation of such schedule with the chief financial officer schedule delivered to the Agents pursuant to this clause (v)(A) for the immediately preceding fiscal month, the name and mailing address of each Account Debtor with respect to each such Account Receivable and such other information as any Agent may request, (B) listing all accounts payable of the Borrower stating as of each such day which shall include the amount and age of each account payable, the name and mailing address of each account creditor and such other information as any Agent may request, (C) listing all Inventory of the Borrower as of each such day, and containing a breakdown of such Inventory by type and amount, the cost and the current market value thereof (by location), the date of acquisition, the warehouse and production facility location and such other information as any Agent may request, all in detail and in form satisfactory to the Agents, (D) setting forth all consolidated cash collections of the Borrower and the other Loan Parties with respect to Accounts Receivable for the immediately preceding 90 day period, (E) setting forth the recurring revenue for the immediately preceding twelve month period of the Borrower and the other Loan Parties and (F) setting forth the deferred revenue for the Borrower and the other Loan Parties for the immediately preceding 90 day period;
(vi) as soon as available and in any event within 3 Business Days after the end of each month commencing with the first month ending after the Effective Date, a Borrowing Base Certificate, current as of the close of business on the last Business Day of such month, supported by schedules showing the derivation thereof and containing such detail and other information as any Agent may request from time to time, provided that (A) the Borrowing Base set forth in the Borrowing Base Certificate shall be effective from and including the date such Borrowing Base Certificate is duly received by the Agents but not including the date on which a subsequent Borrowing Base Certificate is received by the Agents, unless any Agent disputes the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof by notice of such dispute to the Borrower and (B) in the event of any dispute about the eligibility of any property included in the calculation of the Borrowing Base or the valuation thereof, such Agent’s good faith judgment shall control;
(vii) no Default or Event later than 60 days after the commencement of Default has occurred and is continuing each Fiscal Year (or, no later than 90 days after the commencement of such Fiscal Year if the Borrower’s board of directors has not finally approved such financial projections), financial projections, supplementing and superseding the financial projections for the period referred to in Section 6.01(g)(ii)(A), displayed on a Default or quarterly basis and otherwise in form and substance reasonably satisfactory to the Agents for such Fiscal Year for the Borrower and its Subsidiaries, all such financial projections to be prepared in good faith, and to be based on assumptions believed by the Borrower to be reasonable at the time made and from the best information then available to the Borrower; provided that such financial projections shall in any event include projected quarterly balance sheets, income statements and statements of cash flows.
(viii) promptly after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection with any investigation of any Loan Party other than routine inquiries by such Governmental Authority;
(ix) as soon as possible, and in any event within 3 Business Days of an Authorized Officer’s knowledge of an Event of Default has occurred and is continuingor Default or the occurrence of any event or development that could reasonably be expected to result in a Material Adverse Effect, the written statement of an Authorized Officer of the Borrower setting forth the details of such Event of Default or Default or other event or development having a statement as to the nature thereof Material Adverse Effect and the action that which the Borrower affected Loan Party proposes to take with respect thereto;
(bA) As as soon as available possible and in any event within ninety 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that (1) any Reportable Event with respect to any Employee Plan has occurred, (2) any other Termination Event with respect to any Employee Plan has occurred, or (3) an accumulated funding deficiency has been incurred or an application has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including installment payments) or an extension of any amortization period under Section 412 of the IRC with respect to an Employee Plan, a statement of an Authorized Officer of the Borrower setting forth the details of such occurrence and the action, if any, which such Loan Party or such ERISA Affiliate proposes to take with respect thereto, (B) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from the PBGC, copies of each notice received by any Loan Party or any ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan, (C) promptly and in any event within 10 days after the end filing thereof with the Internal Revenue Service if requested by any Agent, copies of each fiscal year Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Employee Plan and Multiemployer Plan, (D) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason to know that a required installment within the meaning of Section 412 of the BorrowerIRC has not been made when due with respect to an Employee Plan, (E) promptly and in any event within 3 days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan or from the audited consolidated balance sheet PBGC, a copy of each notice received by any Loan Party or any ERISA Affiliate thereof concerning the Borrower imposition or amount of withdrawal liability under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter reorganization status under Section 4241 of ERISA, and its Subsidiaries (F) promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant closing or mass layoff (as defined in WARN) to employees, copies of each such notice sent by such Loan Party or such ERISA Affiliate thereof;
(xi) promptly after the end commencement thereof but in any event not later than 5 Business Days after service of such fiscal year and the audited consolidated statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion process with respect thereto on, or the obtaining of the Borrower's independent public accountants and knowledge thereof by, any Loan Party, notice of each action, suit or proceeding before any court or other Governmental Authority or other regulatory body or any arbitrator which, if adversely determined, could reasonably be expected to result in a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearMaterial Adverse Effect;
(cxii) Not later than sixty days following as soon as possible and in any event within 5 Business Days after execution, receipt or delivery thereof, copies of any material notices that any Loan Party executes or receives in connection with any Material Contract;
(xiii) promptly after the end sending or filing thereof, copies of each fiscal quarter a certificate signed all statements, reports and other information any Loan Party sends to any holders of its Indebtedness or its securities or files with the SEC or any national (domestic or foreign) securities exchange;
(xiv) promptly upon receipt thereof, copies of all financial reports (including management letters), if any, submitted to any Loan Party by the chief financial officer its auditors in connection with any annual or interim audit of the Borrower substantially in books thereof; and
(xv) with reasonable promptness, such other information concerning the form condition or operations, financial or otherwise, of Exhibit 6.1any Loan Party as any Agent may from time to time may reasonably request.
Appears in 1 contract
Samples: Financing Agreement (Progressive Gaming International Corp)
Reporting Requirements. The Borrower shallFurnish, unless the Lender shall otherwise consent in writingor cause to be furnished, furnish to the Administrative Agent, with sufficient copies for each Lender, the following:
(ai) As promptly after becoming aware of the occurrence of any Event of Default continuing on the date of such statement, the statement of an Authorized Officer of the Borrower setting forth details of such Event of Default and the action that the Borrower has taken or proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end close of each of the first three quarters of in each fiscal year of the Borrower and its Subsidiaries,
(i) a Borrower, consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating statements of operations, cash flows and stockholders' equity income of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, fairly presenting in all material respects the financial condition of the Borrower and its Subsidiaries as at such date and the results of operations of the Borrower and its Subsidiaries for such period and setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer officer, treasurer, assistant treasurer or controller of the Borrower as having been prepared in accordance with generally accepted accounting principles GAAP consistently applied (in the case of such statements that are unaudited, subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof adjustments and the action that the Borrower proposes to take with respect theretoexclusion of detailed footnotes);
(biii) As as soon as available and in any event within ninety 105 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of annual report for such year for the Borrower and its Subsidiaries as of the end of such fiscal year Subsidiaries, containing consolidated and the audited consolidated consolidating financial statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearyear certified by PricewaterhouseCoopers LLP, in each case accompanied by the unqualified opinion with respect thereto of the Borrower's Deloitte & Touche LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whetherof recognized national standing as fairly presenting, in making their auditall material respects, they have become aware of any Default or Event of Default and if so, describing its nature, along with the related unaudited consolidating balance sheet financial position of the Borrower and its Subsidiaries as of at the end of such fiscal year and the unaudited consolidating results of their operations and their cash flows for the three-year period ending as at the end of such year in conformity with GAAP;
(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above a certificate of operationsthe chief financial officer, cash flows' and stockholders' equity treasurer, assistant treasurer or controller of the Borrower (A) stating whether the Borrower has any knowledge of the occurrence and its Subsidiaries for continuance at the date of such fiscal yearcertificate of any Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g), and, if so, stating the facts with respect thereto, and (B) setting forth in a true and correct manner, the calculation of the ratio contemplated by Section 5.02 hereof, as of the date of the most recent financial statements accompanying such certificate, to show the Borrower’s compliance with or the status of the financial covenant contained in Section 5.02 hereof;
(cv) Not later than sixty promptly after the sending or filing thereof, copies of any reports that the Borrower sends to any of its securityholders, and copies of all reports on Form 10-K, Form 10-Q or Form 8-K, if any, that the Borrower or any of its Subsidiaries files with the SEC;
(vi) as soon as possible and in any event within 20 days following after the end Borrower or any member of each fiscal quarter the Controlled Group knows or has reason to know that any Termination Event with respect to any Plan has occurred or is reasonably likely to occur, that would reasonably be expected to result in liability exceeding $100,000,000 to the Borrower or such member of the Controlled Group, a certificate signed by statement of the chief financial officer of the Borrower substantially describing such Termination Event and the action, if any, that the Borrower or such member of the Controlled Group, as the case may be, proposes to take with respect thereto;
(vii) promptly upon reasonable request by the Administrative Agent or any Lender, after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan;
(viii) promptly upon request and in any event within five Business Days after receipt thereof by the form Borrower or any member of Exhibit 6.1the Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such member of the Controlled Group concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
(ix) promptly and in any event within five Business Days after Xxxxx’x or S&P has changed any relevant Reference Rating, notice of such change;
(x) promptly upon the occurrence of a Reportable Compliance Event, notice of such occurrence; and
(xi) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements that the Borrower or any Subsidiary files with the S EC or any national securities exchange, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. The financial statements and reports described in paragraphs (ii), (iii) and (v) above will be deemed to have been delivered hereunder if publicly available on the SEC’s XXXXX Database or on FE’s website no later than the date specified for delivery of same under paragraph (ii), (iii) or (v), as applicable, above. If any financial statements or report described in (ii) and (iii) above is due on a date that is not a Business Day, then such financial statements or report shall be delivered on the next succeeding Business Day.
Appears in 1 contract
Samples: Term Loan Credit Agreement (FirstEnergy Solutions Corp.)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the LenderLenders:
(ai) As as soon as available and in any event within sixty 65 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) a consolidated and consolidating Borrower, Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and (ii) consolidated and consolidating Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments), together with a certificate of the chief financial officer of the Borrower stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto;
(bii) As as soon as available and in any event within ninety 115 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated Annual Report on Form 10-K for such year for the Borrower and its Consolidated Subsidiaries, as filed with or sent to the Securities and Exchange Commission, containing the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the audited consolidated Consolidated statements of operations, income and cash flows and stockholders' equity of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified an opinion with respect thereto of the Borrower's by Deloitte & Touche LLP or other independent public accountants and a certification by such accountants stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any Default or Event of Default and if so, describing its nature, along with acceptable to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of the Borrower and its Subsidiaries for such fiscal yearRequired Lenders;
(ciii) Not later than sixty days following together with the end of each fiscal quarter financial statements required under clauses (i) or (ii) above, a compliance certificate signed by the chief financial officer of the Borrower in substantially in the form of Exhibit 6.1F signed by a Financial Officer of the Borrower showing the then current information and calculations necessary to determine the Applicable Margin, the Applicable Percentage and the Applicable Utilization Fee Rate and compliance with this Agreement and stating that no Event of Default or Default exists, or if any Event of Default or Default exists, stating the nature and status thereof;
(iv) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;
(v) as soon as possible and in any event within five days after any change in the Borrower's Xxxxx'x Rating or S&P Rating, notice thereof;
(vi) reasonably promptly after the sending or filing thereof copies of all reports and registration statements that the Borrower or any Subsidiary filed with the Securities and Exchange Commission or any national securities exchange;
(vii) promptly after the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and
(viii) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. Information required to be delivered pursuant to clauses (i), (ii) or (vi) above shall be deemed to have been delivered on the date on which the Borrower has posted such information on the Internet at xxx.xxxxxxxxx.xxx (or any successor or replacement website thereof), which website includes an option to subscribe to a free service alerting subscribers by email of new Securities and Exchange Commission filings at xxxx://xxx.xxxxxxxxx- xx.xxx/xxxxx/xx_xxxx.xxxxx?xxxxxx=XXX&xxxxxx=0000, or at xxx.xxx.xxx or at another website identified in a notice to the Lenders and accessible by the Lenders without charge.
Appears in 1 contract
Samples: Credit Agreement (Detroit Edison Co)
Reporting Requirements. The Borrower shall, unless the Lender shall otherwise consent in writing, furnish Furnish to the each Lender:
(ai) As as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Parent proposes to take with respect thereto;
(ii) as soon as available and in any event within sixty 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and its Subsidiaries,
(i) Parent, a consolidated and consolidating balance sheet of the Borrower Parent and its Subsidiaries as of at the end of such quarter and (ii) consolidated and consolidating consolidated, and, with respect to the Parent, consolidating, statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower Parent and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower a Senior Financial Officer as having been prepared in accordance (in all material respects) with generally accepted accounting principles consistently applied (subject to addition of notes and ordinary year-end audit adjustments)GAAP, together with a certificate of the chief financial officer of the Borrower said Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if a an Unmatured Default or an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower Parent proposes to take with respect thereto;
(biii) As as soon as available and in any event within ninety 120 days after the end of each fiscal year of the BorrowerParent, a copy of the audited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of at the end of such fiscal year and consolidated, and, with respect to the audited consolidated Parent, consolidating, statements of operationsincome, retained earnings and cash flows and stockholders' equity of the Borrower Parent and its Subsidiaries for such fiscal year, in each case accompanied by the unqualified opinion together with respect thereto a certificate of the Borrower's independent public accountants and a certification by such accountants Senior Financial Officer stating that they have reviewed this Agreement and whether, in making their audit, they have become aware of any no Unmatured Default or Event of Default has occurred and is continuing or, if soan Unmatured Default or Event of Default has occurred and is continuing, describing its nature, along with a statement as to the related unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year nature thereof and the unaudited consolidating statements of operations, cash flows' and stockholders' equity of action that the Borrower and its Subsidiaries for such fiscal yearParent proposes to take with respect thereto;
(civ) Not later than sixty days following concurrently with the end delivery of the financial statements referred to in clauses (ii) and (iii) above (each fiscal quarter a "Report"), a certificate signed by the chief principal executive officer and the principal financial officer of the Borrower substantially Parent (each, a "Certifying Officer") certifying that (i) each Certifying Officer has reviewed the Report; (ii) based on such Certifying Officer's knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading; (iii) based on such Certifying Officer's knowledge, the financial statements, and other financial information included in the form Report, fairly represent in all material respects the financial condition and results of Exhibit 6.1operations of the Parent and its Subsidiaries as of, and for, the period presented in the Report; (iv) such Certifying Officer and the other Certifying Officer (A) are responsible for establishing and maintaining internal controls; (B) have designed such internal controls to ensure that material information relating to the Parent and its Subsidiaries is made known to such officers by others within the entities, particularly during the period in which the periodic reports are being prepared; (C) have evaluated the effectiveness of the internal controls of the Borrower as of a date within 90 days prior to the Report; and (D) have presented in the Report their conclusions about the effectiveness of their internal controls based on their evaluation as of that date; (v) such Certifying Officer and the other Certifying Officer have disclosed to the auditors and the audit committee of the Board of Directors of the Parent (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the ability of the Parent to record, process, summarize, and report financial data and have identified for the Parent's auditors any material weakness in internal controls; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Parent; and (vi) such Certifying Officer and the other Certifying Officer have indicated in the Report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Furthermore, such certificate signed by the Certifying Officers shall (i) certify as to whether an Unmatured Default or Event of Default has occurred and is continuing on the date of such certificate, and if an Unmatured Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Parent has taken or proposes to take with respect thereto, (ii) set forth in reasonable detail calculations demonstrating compliance with Sections 5.02(h), (i) and (j) and (iii) state whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.01 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(v) as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Parent or any of its Subsidiaries or any of their respective ERISA Affiliates has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Parent or any of its Subsidiaries or any of their respective ERISA Affiliates has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Parent or such ERISA Affiliate proposes to take with respect thereto;
(vi) promptly after receipt thereof by the Parent or any of its ERISA Affiliates from the PBGC copies of each notice received by the Parent or such ERISA Affiliate of the PBGC's intention to terminate any Plan of the Parent or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;
(vii) promptly after receipt thereof by the Parent or any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor, a copy of each notice received by the Parent or any of its Subsidiaries or any of their respective ERISA Affiliates concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $250,000 pursuant to Section 4202 of ERISA in respect of which the Parent or any of its Subsidiaries or any of their respective ERISA Affiliate, as applicable, is reasonably expected to be liable;
(viii) promptly after the Parent becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.01(g) or (B) for which the Agent and the Lenders will be entitled to indemnity under Section 9.04(c);
(ix) promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Parent sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Parent or any Subsidiary of the Parent files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and
(x) promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Parent or any of its Subsidiaries as the Agent or any Lender through the Agent may from time to time reasonably request.
Appears in 1 contract
