SCHEDULES AND REPORTS. Borrower shall furnish or cause to be furnished to LaSalle the following: (a) Within sixty (60) days after the Closing Date: (i) Borrower shall deliver to LaSalle a balance sheet of the Borrower as of the day immediately following the closing of the Acquisition, which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified by the Chief Financial Officer of the Borrower; and (ii) Guarantors shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet shall be certified by an officer of the Guarantors in a form acceptable to the Lender. (b) As soon as practicable and in any event within twenty-five (25) days following the end of each calendar month, (i) statements of income and statements of cash flow of Borrower for each such month and for the period from beginning of the then current fiscal year of Borrower to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Borrower, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations of Borrower's compliance with the covenants set forth in this Agreement. (c) As soon as practicable and in any event within thirty (30) days following the end of each fiscal quarter, (i) statements of income and statements of cash flow of Guarantors for each such quarter and for the period from beginning of the then current fiscal year of Guarantors to the end of such quarter, and (ii) balance sheets of Guarantors as of the end of such quarter, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Guarantors, all in reasonable detail and certified by the chief financial officer of Guarantors that such statements fairly present the financial condition of Guarantors in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes. (d) In addition to any other reports: (i) as soon as practicable and in any event within ten (10) days after the end of each month (A) a detailed aged trial balance of Borrower's accounts, in form and substance satisfactory to LaSalle in its sole discretion, and (B) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle may require in its sole discretion), including a listing of any held checks; (ii) as soon as practicable and in any event within ten (10) days after the end of each month, the general ledger inventory account balance, a physical inventory report and LaSalle's standard form of Inventory report then in effect, for Borrower by each category of Inventory, together with a description of the monthly change in each category of Inventory; (iii) within five (5) days after a request by LaSalle, but in any event within ten (10) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona. (e) As soox xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety (90) days after the end of each fiscal year of Borrower, (i) statements of income of Borrower for such fiscal year, (ii) a balance sheet of Borrower as of the end of such fiscal year, and (iii) statements of cash flow of Borrower for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with Borrower's normal method of accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Borrower in prior years, in form and substance satisfactory to LaSalle. (f) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14 (g) As soon as practicable and in any event prior to the beginning of each fiscal year of Borrower, projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as requested by LaSalle. (h) As soon as practicable and in any event within ten (10) days of delivery to Borrower, a copy of any letter issued by Borrower's independent public accountants or other management consultants with respect to Borrower's financial or accounting systems or controls, including all so-called "management letters". (i) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph 8(g) above, a letter signed by the President or a Vice President of Borrower and by the Treasurer or Chief Financial Officer of Borrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of Borrower. (j) With reasonable promptness, such other business or financial data, reports, appraisals and projections as LaSalle may reasonably request. (k) All financial statements delivered to LaSalle pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs 8(b) and 8(e) above, Borrower shall deliver to LaSalle an officer's certificate in the form attached hereto as Exhibit B, which shall include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to LaSalle. Together with each delivery of annual financial statements required by paragraph 8(e) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Antigua Enterprises Inc)
SCHEDULES AND REPORTS. Borrower Borrowers shall furnish or cause to be furnished to LaSalle Agent the following:
(a) Within sixty Each Borrower shall provide Agent with an executed daily loan report and certificate in Agent's then current form on each day on which such Borrower requests a Loan, and in any event at least one (601) days after each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the Closing Date:
(i) relevant period. Such report shall reflect the activity of such Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to LaSalle Agent, at least once a balance sheet of the Borrower week (or more frequently as of the day immediately following the closing of the Acquisitionrequested by Agent), which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified by the Chief Financial Officer of the Borrower; and
within two (ii) Guarantors shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet shall be certified by an officer of the Guarantors in a form acceptable to the Lender.
(b) As soon as practicable and in any event within twenty-five (252) days following after the end of each calendar monthweek, (i) statements of income and statements of cash flow of Borrower for each a summary report with respect to such month and for the period from beginning of the then current fiscal year of Borrower to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Borrower, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations of Borrower's compliance with the covenants set forth in this AgreementInventory.
(cb) As soon as practicable and in any event within thirty (30) days following the end of each fiscal quartercalendar month (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (i45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of Guarantors such Borrower for each such quarter month and for the period from beginning of the then current fiscal year of Guarantors such Borrower to the end of such quartermonth, (2) consolidated and (ii) consolidating balance sheets of Guarantors such Borrower as of the end of such quartermonth, and (3) with respect to such statements of income and balance sheets to includesheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of Guarantorssuch Borrower and to the then current budget disclosing the variances from such budget, in all in reasonable detail and certified by the chief financial officer of Guarantors such Borrower that such statements fairly present the financial condition of Guarantors such Borrower in accordance with GAAPgenerally accepted accounting principles, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotes.
(dc) In addition to any other reports: (i) , as soon as practicable and in any event event: (1) within ten (10) days after the end of each month month, (Aa) a detailed aged trial balance of such Borrower's accountsAccounts, in form and substance reasonably satisfactory to LaSalle in its sole discretionAgent, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (Bb) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle Agent may require in its sole discretion), including a listing of any held checks; and (ii2) as soon as practicable and in any event within ten fifteen (1015) days after the end of each month, the general ledger inventory account balance, a physical summary inventory report and LaSalleAgent's standard form of Inventory report then in effecteffect or the form most recently requested from such Borrower by Agent, for such Borrower by each category of InventoryInventory of such Borrower, together with a description of the monthly change in each category of Inventory; Inventory of such Borrower.
(iiid) within five (5) days after a request by LaSalle, but As soon as practicable and in any event within ten one hundred twenty (10) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(e) As soox xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety (90120) days after the end of each fiscal year of Borrower, CDS:
(i1) consolidated and consolidating statements of income of Borrower CDS for such fiscal year, (ii) and a consolidated and consolidating balance sheet of Borrower CDS as of the end of such fiscal year, and (iii2) consolidated and consolidating statements of cash flow of Borrower CDS for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with Borrower's normal method of generally accepted accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined principles and certified by independent certified public accountants of recognized national standing selected by Borrower CDS and satisfactory to LaSalleAgent, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Borrower in prior yearsunqualified, in form and substance reasonably satisfactory to LaSalleagent.
(f) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14
(ge) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by LaSalleAgent.
(hf) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so-so- called "management letters".
(ig) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph 8(g(e) above, a letter signed by the President or a Vice President of Borrower CDS and by the Treasurer or Chief Financial Officer of BorrowerCDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(jh) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as LaSalle Agent may reasonably request.
(ki) Within ninety (90) days of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) All financial statements delivered to LaSalle Agent pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with GAAP generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) as provided in this Agreement. Together with each delivery of financial statements required by paragraphs 8(b(b) and 8(e(d) above, Borrower CDS shall deliver to LaSalle Agent an officer's certificate in the form attached hereto as Exhibit BE, which shall shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to LaSalle. Together with each delivery of annual financial statements required by paragraph 8(e) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereofAgent.
Appears in 1 contract
SCHEDULES AND REPORTS. Borrower shall furnish or cause to be furnished to LaSalle the following:
(a) Borrower shall provide LaSalle with an executed daily loan report and certificate in LaSalle's then current form on each day on which Borrower requests a Revolving Loan, and in any event at least one each week, which shall be accompanied by copies of Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to LaSalle and shall contain such additional information as LaSalle may reasonably require concerning Accounts and Inventory included, described or referred to in such report and any other documents in connection therewith requested by LaSalle, including, without limitation, but only if specifically requested by LaSalle, copies of all invoices prepared in connection with such Accounts.
(b) Within sixty (60) days after the Closing Date:
, Borrower shall deliver to LaSalle a balance sheet and income statement of the Borrower for the fiscal year ending immediately prior to the Closing Date audited by independent certified public accountants of recognized national standing. In addition, within sixty (60) days after the date of the closing of the Acquisition (i) the Borrower shall deliver to LaSalle a balance sheet of the Borrower as of the day immediately following the closing of the Acquisition, which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of referred to in the Borrower previously delivered to LaSalle immediately preceding sentence and be certified by the Chief 21 Financial Officer of the Borrower; and
and (ii) Guarantors Guarantor shall deliver to LaSalle a balance sheet of the Guarantors Guarantor as of the day immediately following the Closing Date which balance sheet shall be certified by an officer of the Guarantors Guarantor in a form acceptable to the Lender.
(bc) As soon as practicable and in any event within twenty-five (25) days following the end of each calendar month, (i) statements of income and statements of cash flow of Borrower for each such month and for the period from beginning of the then current fiscal year of Borrower to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Borrower, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations of Borrower's compliance with the covenants set forth in this Agreement.
(cd) As soon as practicable and in any event within thirty (30) days following the end of each fiscal quarter, (i) statements of income and statements of cash flow of Guarantors Guarantor for each such quarter and for the period from beginning of the then current fiscal year of Guarantors Guarantor to the end of such quarter, and (ii) balance sheets of Guarantors Guarantor as of the end of such quarter, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of GuarantorsGuarantor, all in reasonable detail and certified by the chief financial officer of Guarantors Guarantor that such statements fairly present the financial condition of Guarantors Guarantor in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.
(de) In addition to any other reports: (i) as soon as practicable and in any event within ten (10) days after the end of each month (A) a detailed aged trial balance of Borrower's accounts, in form and substance satisfactory to LaSalle in its sole discretion, and (B) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle may require in its sole discretion), including a listing of any held checks; (ii) as soon as practicable and in any event within ten (10) days after the end of each month, the general ledger inventory account balance, a physical inventory report and LaSalle's standard form of Inventory report then in effect, for Borrower by each category of Inventory, together with a description of the monthly change in each category of Inventory; (iii) within five (5) days after a request by LaSalle, but in any event within ten (10) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days 22 after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(ef) As soox xxxx xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety xxxhin ninety (90) days after the end of each fiscal year of Borrower, (i) statements of income of Borrower for such fiscal year, (ii) a balance sheet of Borrower as of the end of such fiscal year, and (iii) statements of cash flow of Borrower for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with Borrower's normal method of accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Borrower in prior years, in form and substance satisfactory to LaSalle.
(fg) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of GuarantorsGuarantor, (i) statements of income of Guarantors Guarantor for such fiscal year, (ii) a balance sheet of Guarantors Guarantor as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors Guarantor for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors Guarantor in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors Guarantor and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors Guarantor in prior years, in form and substance satisfactory to LaSalle. 14.
(gh) As soon as practicable and in any event prior to the beginning of each fiscal year of Borrower, projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as requested by LaSalle.
(hi) As soon as practicable and in any event within ten (10) days of delivery to Borrower, a copy of any letter issued by Borrower's independent public accountants or other management consultants with respect to Borrower's financial or accounting systems or controls, including all so-called "management letters".
(ij) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph 8(g11(h) above, a letter signed by the President or a Vice President of Borrower and by the Treasurer or Chief Financial Officer of Borrower, describing, comparing and analyzing, in detail, all 23 changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of Borrower.
(jk) With reasonable promptness, such other business or financial data, reports, appraisals and projections as LaSalle may reasonably request.
(kl) All financial statements delivered to LaSalle pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs 8(b11(c) and 8(e11(f) above, Borrower shall deliver to LaSalle an officer's certificate in the form attached hereto as Exhibit B, which shall include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to LaSalle. Together with each delivery of annual financial statements required by paragraph 8(e11
(f) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Antigua Enterprises Inc)
SCHEDULES AND REPORTS. Borrower shall furnish or cause to be furnished to LaSalle the following:
(a) Within sixty (60) days after the Closing Date:
(i) At such times as may be required by Lender from time to time hereafter, Borrower shall deliver to Lender (i) a schedule identifying each item of Eligible Chattel Paper (as defined in the LaSalle a balance sheet Loan Agreement), together with copies thereof when requested by Lender (with cash register point of sale documentation attached) pertaining to each such Eligible Chattel Paper, for the Borrower as of the day month (or other applicable period) immediately following the closing of the Acquisition, which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified by the Chief Financial Officer of the Borrowerpreceding; and
(ii) Guarantors shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet shall be certified by an officer of the Guarantors in a form acceptable such additional schedules, certificates, reports and information with respect to the Collateral as Lender may from time to time require; and (iii) an assignment of any or all items of Collateral to Lender if requested. Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender's name, in the name of a nominee of Lender or in Borrower's name, to verify the validity, amount or any other matter relating to Borrower's Chattel Paper and Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Lender, on demand, for all costs, fees and expenses incurred by Lender in this regard.
(b) As soon Without limiting the generality of the foregoing, Borrower shall deliver to Lender if requested, at least twice a month, on the fifteenth (15th) and the last days of each month (or more frequently when requested by Lender), a report with respect to Borrower's Inventory and a report listing all Inventory held by Borrower as practicable consignee, indicating the identity of the consignor and in the value of the consigned Inventory. Borrower shall immediately notify Lender of any event within twenty-five (25) days following the end of each calendar month, (i) statements of income and statements of cash flow of Borrower for each such month and for the period from beginning of the then current fiscal year of Borrower to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, such statements of income and balance sheets to include, causing loss or depreciation in comparative form, figures for the corresponding periods in the preceding fiscal year of Borrower, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations value of Borrower's compliance with Inventory (other than normal depreciation occurring in the covenants set forth in this Agreementordinary course of business).
(c) As soon as practicable and in any event within thirty (30) days following the end If requested by Lender, Borrower shall furnish to Lender copies of each fiscal quarter, (i) statements of income schedule and statements of cash flow of Guarantors for each such quarter and for the period from beginning report delivered to Agent or any of the then current fiscal year of Guarantors to the end of such quarter, and (ii) balance sheets of Guarantors as Lenders under paragraph 9 of the end of such quarter, such statements of income and balance sheets to include, in comparative form, figures for LaSalle Loan Agreement simultaneously with the corresponding periods in the preceding fiscal year of Guarantors, all in reasonable detail and certified by the chief financial officer of Guarantors that such statements fairly present the financial condition of Guarantors in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotesdelivery thereof.
(d) In addition All schedules, certificates, reports, assignments and other items delivered by Borrower to any other reports: (i) as soon as practicable and in any event within ten (10) days after the end of each month (A) a detailed aged trial balance of Borrower's accounts, in form and substance satisfactory to LaSalle in its sole discretion, and (B) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle may require in its sole discretion), including a listing of any held checks; (ii) as soon as practicable and in any event within ten (10) days after the end of each month, the general ledger inventory account balance, a physical inventory report and LaSalle's standard form of Inventory report then in effect, for Borrower by each category of Inventory, together with a description of the monthly change in each category of Inventory; (iii) within five (5) days after a request by LaSalle, but in any event within ten (10) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list Lender hereunder shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle be executed by D&D Development Co., within fifteen (15) days after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(e) As soox xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety (90) days after the end of each fiscal year of Borrower, (i) statements of income an authorized representative of Borrower for such fiscal year, (ii) a balance sheet of Borrower as of the end of such fiscal year, and (iii) statements of cash flow of Borrower for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with Borrower's normal method of accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Borrower in prior years, in such form and substance satisfactory to LaSallecontain such information as Lender shall reasonably specify.
(f) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14
(g) As soon as practicable and in any event prior to the beginning of each fiscal year of Borrower, projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as requested by LaSalle.
(h) As soon as practicable and in any event within ten (10) days of delivery to Borrower, a copy of any letter issued by Borrower's independent public accountants or other management consultants with respect to Borrower's financial or accounting systems or controls, including all so-called "management letters".
(i) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph 8(g) above, a letter signed by the President or a Vice President of Borrower and by the Treasurer or Chief Financial Officer of Borrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of Borrower.
(j) With reasonable promptness, such other business or financial data, reports, appraisals and projections as LaSalle may reasonably request.
(k) All financial statements delivered to LaSalle pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs 8(b) and 8(e) above, Borrower shall deliver to LaSalle an officer's certificate in the form attached hereto as Exhibit B, which shall include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to LaSalle. Together with each delivery of annual financial statements required by paragraph 8(e) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereof.
Appears in 1 contract
SCHEDULES AND REPORTS. Borrower shall furnish or cause to be furnished to LaSalle Lender the following:
(a) Within sixty (60) days after the Closing Date:
(i) Borrower shall deliver provide Lender with a written report by Wednesday of each week, and on such more frequent basis (which may include daily) as Lender shall request hereafter, reflecting the activity of Borrower with respect to LaSalle a balance sheet sales, collections of Accounts and credits issued by Borrower for the Borrower immediately preceding week (or other period as of the day immediately following the closing of the Acquisition, which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified requested by the Chief Financial Officer of the Borrower; and
(ii) Guarantors shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet Lender). Such report shall be certified by an officer of the Guarantors in a form acceptable and with such specificity as is satisfactory to the Lender and shall contain such additional information as Lender may reasonably require concerning Accounts and Inventory included, described or referred to in such daily report and any other documents in connection therewith requested by Lender, including without limitation but only if specifically requested by Lender, copies of all invoices prepared in connection with such Accounts.
(b) As soon as practicable and in any event within twenty-five thirty (2530) days following the end of each calendar month, (i) statements of income and statements of cash flow of Borrower for each such month and for the period from the beginning of the then current fiscal year of Borrower Fiscal Year to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, and (iii) with respect to such statements of income and balance sheets to includesheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of BorrowerFiscal Year, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal and recurring year-end adjustments that individually and in the aggregate are not material to the business of Borrower and the absence of footnotes, together with detailed computations of Borrower's compliance with the covenants set forth in this Agreement.
(c) As soon as practicable and in any event (1) on Tuesday of each week, a Borrowing Base Certificate (which shall be calculated as of Saturday of the immediately preceding week and which shall not be binding upon Lender or restrictive of Lender's rights under this Agreement), and (2) within thirty fifteen (3015) days following the end of each fiscal quartercalendar month and at such other times as may be requested by Lender from time to time (but, prior to the occurrence of an Event of Default, not more frequently than twice in any calendar month), (i) statements a schedule identifying by age each Account of income and statements Borrower together with copies of cash flow the invoices when requested by Lender (with evidence of Guarantors for shipment attached) pertaining to each such quarter Account and for the period from beginning a schedule identifying by age each account payable of the then current fiscal year of Guarantors to the end of such quarterBorrower, and (ii) balance sheets of Guarantors as of the end of such quarter, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Guarantors, all in reasonable detail and certified by the chief financial officer of Guarantors that such statements fairly present the financial condition of Guarantors in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.
(d) In addition to any other reports: (i) as soon as practicable and in any event within ten (10) days after the end of each month (A) a detailed aged trial balance of Borrower's accounts, Accounts ("Accounts Trial Balance") in form and substance satisfactory to LaSalle Lender in its sole reasonable discretion, including, without limitation, the names and addresses of all Account Debtors of Borrower, (Biii) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle Lender may require in its sole reasonable discretion), including a listing of any held checks, (iv) such additional schedules, certificates, reports and information with respect to the Collateral as Lender may from time to time reasonably require; (iiv) as soon as practicable a copy of any statement received by Borrower in connection with the Lockbox and/or the Blocked Account; (vi) an assignment of any or all items of Collateral to Lender and in any event within ten (10vii) days after the end of each month, the general ledger inventory account balance, a physical perpetual inventory report and LaSalleLender's standard form of Inventory report then in effect, for Borrower by each category of Inventory, together with a description of the monthly change in each category of Inventory; , in each case, for such immediately preceding month (iiior other applicable period). Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender's name, in the name of a nominee of Lender or in Borrower's name, to verify the validity, amount or any other matter relating to any of Borrower's Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Lender, on demand, for all reasonable costs, fees and expenses incurred by Lender in this regard. Borrower shall immediately notify Lender of any event causing material loss or depreciation in value of Borrower's Inventory (other than normal depreciation occurring in the ordinary course of business).
(d) within five (5) days after a request by LaSalle, but As soon as practicable and in any event within ten (10) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(e) As soox xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety ninety (90) days after the end of each fiscal year of BorrowerFiscal Year commencing with the Fiscal Year ending December 31, 2001 (i) statements of income of Borrower for such fiscal yearFiscal Year, (ii) and a balance sheet of Borrower as of the end of such fiscal yearFiscal Year, and (iiiii) statements of cash flow of Borrower for such fiscal yearFiscal Year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal yearFiscal Year, such statements to be presented in accordance with Borrower's normal method of accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserveson a pre-tax FIFO basis, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years GAAP and examined and certified reported on by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to LaSalleLender, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Borrower in prior yearsGAAP, in form and substance reasonably satisfactory to LaSalleLender.
(fe) As soon as practicable and in any event within ninety not later than thirty (9030) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14
(g) As soon as practicable and in any event prior to the beginning of each fiscal year of BorrowerFiscal Year commencing with the Fiscal Year ending December 31, 2002 projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such fiscal yearFiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as requested by LaSalleLender (hereinafter referred to as "Projections").
(hf) As soon as practicable and in any event within ten (10) days of delivery to Borrower, a copy of any letter issued by Borrower's independent public accountants or other management consultants with respect to Borrower's financial or accounting systems or controls, including all so-called "management letters".
(ig) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph 8(gsubparagraph (e) above, a letter signed by the President president or a Vice President vice president of Borrower and by the Treasurer treasurer or Chief Financial Officer chief financial officer of Borrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of Borrower.
(jh) As soon as practicable and in any event at the end of each Fiscal Year or as Lender may otherwise reasonably request (but, prior to the occurrence of an Event of Default, not more frequently than quarterly), a complete and accurate update of the Customer Lists.
(i) With reasonable promptness, such other business or financial data, reports, appraisals and projections as LaSalle Lender may reasonably request.
(k) . All financial statements delivered to LaSalle Lender pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs 8(bSUBPARAGRAPHS (b) and 8(eAND (d) above, Borrower shall deliver to LaSalle Lender an officer's certificate in the form attached hereto as Exhibit BEXHIBIT D, which shall include a calculation of financial covenants in the schedule attached to such officerOfficer's certificate Certificate in form satisfactory to LaSalleLender. Together with each delivery of annual financial statements required by paragraph 8(ePARAGRAPH (d) above, Borrower shall deliver to LaSalle Lender a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstanceEvent of Default, specifying the nature and period of existence thereofthereof and such certificates shall contain or have appended thereto calculations which set forth Borrower's compliance with the financial covenants set forth herein.
(j) All schedules, certificates, reports and assignments and other items delivered by Borrower to Lender hereunder shall be executed by an authorized representative of Borrower and shall be in such form and contain such information as Lender shall reasonably request. Borrower shall deliver from time to time such other schedules and reports pertaining to the Collateral of Borrower as Lender may reasonably request.
Appears in 1 contract
Samples: Loan and Security Agreement (Security Capital Corp/De/)
SCHEDULES AND REPORTS. Borrower shall furnish or cause to be furnished to LaSalle the following:
(a) Within sixty (60) days after the Closing Date:
(i) Borrower shall deliver to LaSalle on Monday of each week (or on the next Business Day if such Monday is not a balance sheet Business Day), by facsimile transmission, a report of Borrower's invoice activity for the Borrower as of the day immediately following the closing of the Acquisition, which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified by the Chief Financial Officer of the Borrower; andprevious week.
(iib) Guarantors Within fifteen (15) days after the close of each calendar month, and at such other times as may be requested by LaSalle from time to time hereafter, Borrower shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet shall be certified by an officer of the Guarantors in a form acceptable to the Lender.
(b) As soon as practicable and in any event within twenty-five (25) days following the end of each calendar month, (i) statements of income and statements of cash flow of Borrower borrowing base certificate for each such month and for the period from beginning of the then current fiscal year of Borrower to the end of such month, in form and (ii) substance satisfactory to LaSalle, together with an aged trial balance sheets of Borrower Borrower's accounts payable as of the end of such month. At such times as may be requested by LaSalle from time to time hereafter, Borrower shall deliver to Lasalle:
(i) a schedule identifying by age each Account of Borrower together with copies of the invoices when requested by LaSalle (with evidence of shipment attached) pertaining to each such statements Account, for the month (or other applicable period) immediately preceding; (ii) such additional schedules, certificates, reports and information with respect to the Collateral as LaSalle may from time to time reasonably require and (iii) a confirmation of income the collateral assignment of any or all items of Collateral to LaSalle. LaSalle, through its officers, employees or agents, shall have the right, at any time and balance sheets from time to includetime in LaSalle's name, in comparative formthe name of a nominee of LaSalle or in Borrower's name, figures for to verify the corresponding periods in the preceding fiscal year of Borrowervalidity, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject amount or any other matter relating to changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations any of Borrower's compliance with the covenants set forth Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse LaSalle, on demand, for all reasonable costs, fees and expenses incurred by LaSalle in this Agreementregard.
(c) As soon as practicable and in any event within thirty (30) days following Without limiting the end of each fiscal quarter, (i) statements of income and statements of cash flow of Guarantors for each such quarter and for the period from beginning generality of the then current fiscal year of Guarantors foregoing, Borrower shall deliver to the end of such quarter, and (ii) balance sheets of Guarantors as of the end of such quarter, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Guarantors, all in reasonable detail and certified by the chief financial officer of Guarantors that such statements fairly present the financial condition of Guarantors in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.
(d) In addition to any other reports: (i) as soon as practicable and in any event within ten (10) days after the end of each month (A) a detailed aged trial balance of Borrower's accounts, in form and substance satisfactory to LaSalle in its sole discretion, and (B) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle may require in its sole discretion), including a listing of any held checks; (ii) as soon as practicable and in any event within ten (10) days after the end of each month, the general ledger inventory account balance, a physical inventory report and LaSalle's standard form of Inventory report then in effect, for Borrower by each category of Inventory, together with a description of the monthly change in each category of Inventory; (iii) within five (5) days after a request by LaSalle, but in any event within ten (10) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle at least once a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., month within fifteen (15) days after the end close of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(e) As soox xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety (90) days after the end of each fiscal year of Borrower, (i) statements of income of Borrower for such fiscal year, (ii) a balance sheet of Borrower as of the end of such fiscal year, and (iii) statements of cash flow of Borrower for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with Borrower's normal method of accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Borrower in prior years, in form and substance satisfactory to LaSalle.
(f) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14
(g) As soon as practicable and in any event prior to the beginning of each fiscal year of Borrower, projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as or more frequently when requested by LaSalle.
(h) As soon as practicable and in any event within ten (10) days of delivery to Borrower), a copy of any letter issued by Borrower's independent public accountants or other management consultants report with respect to Borrower's financial Inventory. Borrower shall immediately notify LaSalle of any event causing loss or accounting systems or controls, including all so-called "management letters"depreciation in value of Borrower's Inventory (other than normal depreciation occurring in the ordinary course of business).
(id) In conjunction with the delivery of the annual presentation of projections or budgets referred All schedules, certificates, reports and assignments and other items delivered by Borrower to in paragraph 8(g) above, a letter signed LaSalle hereunder shall be executed by the President or a Vice President an authorized representative of Borrower and by the Treasurer or Chief Financial Officer of Borrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included shall be in such projections or budgets form and the historical financial statements of Borrower.
(j) With reasonable promptness, contain such information as LaSalle shall reasonably request. Borrower shall deliver from time to time such other business or financial data, reports, appraisals schedules and projections reports pertaining to the Collateral of Borrower as LaSalle may reasonably request.
(k) All financial statements delivered to LaSalle pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs 8(b) and 8(e) above, Borrower shall deliver to LaSalle an officer's certificate in the form attached hereto as Exhibit B, which shall include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to LaSalle. Together with each delivery of annual financial statements required by paragraph 8(e) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereof.
Appears in 1 contract
Samples: Loan and Security Agreement (American Materials & Technologies Corp)
SCHEDULES AND REPORTS. Borrower shall furnish or cause to be furnished to LaSalle Agent the following:
(a) Within sixty As soon as practicable and in any event on Tuesday of each week, a Borrowing Base Certificate (60) days after the Closing Date:
(i) Borrower which shall deliver to LaSalle a balance sheet of the Borrower be calculated as of the last day immediately following the closing of the Acquisitionimmediately preceding Week and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement). In addition, which balance sheet Borrower shall reflect provide Agent with a written report each Week hereafter, reflecting the adjustments made from activity of Borrower with respect to sales, collections of Accounts and credits issued by Borrower for the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified by the Chief Financial Officer of the Borrower; and
(ii) Guarantors shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet preceding Week. Such report shall be certified by an officer of the Guarantors in a form acceptable and with such specificity as is satisfactory to the LenderAgent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory included, described or referred to in such weekly report and any other documents in connection therewith requested by Agent, including without limitation but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts.
(b) As soon as practicable and in any event within twenty-five thirty (2530) days following the end of each calendar month, : (i) statements of income and statements of cash flow of Borrower for each such month and for the period from the beginning of the then current fiscal year of Borrower Fiscal Year to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, and (iii) with respect to such statements of income and balance sheets to includesheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of BorrowerFiscal Year, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal and recurring year-end adjustments that individually and in the aggregate are not material to the business of Borrower and the absence of footnotes, together with detailed computations of Borrower's ’s compliance with the covenants set forth in this Agreement.
(c) As soon as practicable and in any event within thirty forty-five (3045) days following the end of each fiscal quarter, quarter (other than the fourth fiscal quarter of each fiscal year): (i) statements of income and statements of cash flow of Guarantors Borrower for each such quarter and for the period from the beginning of the then current fiscal year Fiscal Year to the end of Guarantors to such quarter, (ii) balance sheets of Borrower as of the end of such quarter, and (iiiii) balance sheets of Guarantors as of the end of such quarter, with respect to such statements of income and balance sheets to includesheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of GuarantorsFiscal Year, all in reasonable detail and certified by the chief financial officer of Guarantors Borrower that such statements fairly present the financial condition of Guarantors Borrower in accordance with GAAP, subject to changes resulting from normal and recurring year-end adjustments that individually and in the aggregate are not material to the business of Borrower and the absence of footnotes, together with detailed computations of Borrower’s compliance with the covenants set forth in this Agreement.
(d) In addition to any other reports: (i) as As soon as practicable and in any event within ten fifteen (1015) days after following the end of each calendar month and at such other times as may be requested by Agent from time to time: (Ai) a schedule identifying by age each Account of Borrower together with copies of the invoices when requested by Agent (with evidence of shipment attached) pertaining to each such Account and a schedule identifying by age each account payable of Borrower, (ii) a detailed aged trial balance of Borrower's accounts, ’s Accounts (“Accounts Trial Balance”) in form and substance satisfactory to LaSalle Agent in its sole reasonable discretion, including, without limitation, the names and addresses of all Account Debtors of Borrower, (Biii) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle Agent may require in its sole reasonable discretion), including a listing of any held checks, (iv) such additional schedules, certificates, reports and information with respect to the Collateral as Agent may from time to time require; (iiv) as soon as practicable a copy of any statement received by Borrower in connection with the Lockbox and/or the Blocked Account; (vi) an assignment of any or all items of Collateral to Agent and in any event within ten (10vii) days after the end of each month, the general ledger inventory account balance, a physical perpetual inventory report and LaSalle's Agent’s standard form of Inventory report then in effect, for Borrower by each category of Inventory, together with a description of the monthly change in each category of Inventory; , in each case, for such immediately preceding month (iiior other applicable period). Agent, through its officers, employees or agents, shall have the right, at any time and from time to time in Agent’s name, in the name of a nominee of Agent or in Borrower’s name, to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Agent, on demand, for all reasonable costs, fees and expenses incurred by Agent in this regard. Borrower shall immediately notify Agent of any event causing loss or depreciation in value of Borrower’s Inventory (other than normal depreciation occurring in the ordinary course of business).
(e) within five (5) days after a request by LaSalle, but As soon as practicable and in any event within ten ninety (10) 90)] days after the end of each March and SeptemberFiscal Year commencing with the Fiscal Year ending December 31, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(e) As soox xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety (90) days after the end of each fiscal year of Borrower, 2003: (i) statements of income of Borrower for such fiscal yearFiscal Year, (ii) and a balance sheet of Borrower as of the end of such fiscal yearFiscal Year, and (iiiii) statements of cash flow of Borrower for such fiscal yearFiscal Year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal yearFiscal Year, such statements to be presented in accordance with Borrower's ’s normal method of accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserveson a pre-tax FIFO basis, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years GAAP and examined and certified reported on by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to LaSalleAgent, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Borrower in prior yearsGAAP, in form and substance satisfactory to LaSalleAgent.
(f) As soon as practicable and in any event within ninety not later than thirty (9030) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14
(g) As soon as practicable and in any event prior to the beginning of each fiscal year of BorrowerFiscal Year commencing with the Fiscal Year commencing January 1, 2004, projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such fiscal yearFiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as requested by LaSalleAgent (hereinafter referred to as “Projections”).
(hg) As soon as practicable and in any event within ten (10) days of delivery to Borrower, a copy of any letter issued by Borrower's ’s independent public accountants or other management consultants with respect to Borrower's ’s financial or accounting systems or controls, including all so-called "“management letters"”.
(ih) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph 8(gsubparagraph (e) above, a letter signed by the President or a Vice President of Borrower and by the Treasurer or Chief Financial Officer chief financial officer of Borrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of Borrower.
(i) As soon as practicable and in any event at the end of each Fiscal Year or as Agent may otherwise reasonably request, a complete and accurate update of the Customer Lists.
(j) With reasonable promptness, such other business or financial data, reports, appraisals and projections as LaSalle Agent may reasonably request.
. Without limiting any of Borrower’s obligations contained in this Section 11, Borrower shall, contemporaneously with delivery to Subordinated Lender, deliver to Lender, copies of all financial statements, financial information, reports, press releases, documents filed with the Securities and Exchange Commission, notices, correspondence, documents and all other information and items which Borrower is obligated to deliver or furnish to Subordinated Lender (k) provided, however, that such items may be in the same form delivered to the Subordinated Lender), whether pursuant to Article 8 of the Securities Purchase Agreement or otherwise. All financial statements and other financial information delivered to LaSalle Agent pursuant to the requirements of this paragraph 11 (except where otherwise expressly indicated) shall be prepared in accordance with GAAP as provided in this Agreement, on a consolidated and consolidating basis. Together with each delivery of financial statements required by paragraphs 8(bsubparagraphs (b) and 8(e(d) above, Borrower shall deliver to LaSalle Agent an officer's ’s certificate in the form attached hereto as Exhibit BD, which shall include a calculation of financial covenants in the schedule attached to such officer's certificate Officer’s Certificate in form satisfactory to LaSalleAgent. Together with each delivery of annual financial statements required by paragraph 8(esubparagraph (d) above, Borrower shall deliver to LaSalle Agent a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstanceEvent of Default, specifying the nature and period of existence thereofthereof and such certificates shall contain or have appended thereto calculations which set forth Borrower’s compliance with the financial covenants set forth herein.
(k) All schedules, certificates, reports and assignments and other items delivered by Borrower to Agent hereunder shall be executed by an authorized representative of Borrower and shall be in such form and contain such information as Agent shall reasonably request. Borrower shall deliver from time to time such other schedules and reports pertaining to the Collateral of Borrower as Agent may reasonably request.
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Samples: Loan and Security Agreement (Impco Technologies Inc)
SCHEDULES AND REPORTS. Borrower shall furnish or cause to be furnished to LaSalle the following:
(a) Within sixty (60) days after the Closing Date:
(i) Borrower shall deliver to LaSalle Lender by mail daily (or any other frequency agreed to by Lender) other than on a balance sheet day which is not a Business Day, a report of the Borrower as each Loan Party's cash receipts and copies of the day immediately following the closing all checks and other payments received from Account Debtors on account of the Acquisition, which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified by the Chief Financial Officer of the Borrower; and
(ii) Guarantors shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet shall be certified by an officer of the Guarantors in a form acceptable to the LenderAccounts.
(b) As soon Within five days after the close of each calendar week, and at such other times as practicable may be requested by Lender from time to time hereafter, each Loan Party shall deliver to Lender a Borrowing Base certificate for such week, which shall include calculations of the Borrowing Base (excluding reserves but including calculations of Eligible Payphones, Eligible Accounts and Eligible Inventory) and shall otherwise be in any event within twenty-five (25) days following form and substance satisfactory to Lender, together with an aged trial balance of each Loan Party's Accounts as of the end of such week, along with any adjustments to such Accounts, a schedule identifying by age each calendar monthAccount a reconciliation thereof to the above Borrowing Base calculations, and copies of the invoices when requested by Lender pertaining to each such Account, for the week (or other applicable period) immediately preceding, (iii) the polling report for the Payphones, which report sets forth the amount of coins collected from the Payphones for such week and identifies which Payphones are "out of service" or otherwise inoperable, (iv) a schedule showing the variance of the actual amount of coins collected from the Payphones (on a route by route basis) for the previous week versus the amount of coins reported as collected from such Payphones for such week, (v) copies of all deposit slips with respect to the Blocked Accounts and (vi) a Waterfall report and a PMM/Elcotel report. At such times as may be requested by Lender from time to time hereafter, each Loan Party shall deliver to Lender (i) such additional schedules, certificates, reports and information with respect to the Collateral as Lender may from time to time require and (ii) a collateral assignment of any or all items of Collateral to Lender. Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender's name, in the name of a nominee of Lender or in a Loan Party's name, to verify the validity, amount or any other matter relating to any of the Accounts, by mail, telephone, telegraph or otherwise. Each Loan Party shall reimburse Lender, on demand, for all costs, fees and expenses incurred by Lender in this regard.
(c) Without limiting the generality of the foregoing, each Loan Party shall deliver to Lender, at least once a month within ten days after the close of each fiscal month (or more frequently when requested by Lender), a report with respect to each Loan Party's Inventory, including a reconciliation thereof to the above Borrowing Base calculations and designations of balances. Each Loan Party shall immediately notify Lender of any event causing loss or depreciation in value of such Inventory (other than normal depreciation occurring in the ordinary course of business).
(d) Each Loan Party shall deliver to Lender, at lease once a month within ten days after the close of each fiscal month (or more frequently when requested by Lender), (i) statements the results of income and statements of cash flow of Borrower for each such month and for the period from beginning monthly physical inventory performed by or on behalf of the then current fiscal year of Borrower to the end of such monthLoan Parties, and (ii) bank statements for each deposit or other account maintained by the Loan Parties (including, without limitation, the Blocked Accounts), (iii) the polling report for the Payphones for such month (substantially the same as the polling report delivered weekly under paragraph 7(b)), (iv) a Waterfall report, a PMM/Elcotel report and MIST (Management Information Systems Technology) report, (v) an aged trial balance sheets of Borrower each Loan Party's Accounts (including a reconciliation of such aged trial balance to such Loan Party's general ledger and financial statements delivered under paragraph 10.1(a)) and accounts payable as of the end of such month, such statements (vi) a schedule of income Eligible Accounts accruals, (vii) a schedule of (a) intercompany receivables (including, without limitation, the amount outstanding under any Intercompany Note) owing from Affiliates, (b) amounts paid to Affiliates (including amounts paid on intercompany Indebtedness and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Borrower, all in reasonable detail dividends) and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations of Borrower's compliance with the covenants set forth in this Agreement.
(c) As soon as practicable and in any event within thirty (30) days following the end of each fiscal quarterIndebtedness accrued to an Affiliate, (iviii) statements calculations of income Eligible Inventory, (ix) spreadsheets showing all daily deposits of coins made by Brinks or other similar collectors and statements of cash flow of Guarantors for each such quarter (x) calculations (and backup information) showing Gross Revenue (with all non-coin "Dial Around Receivables" from Payphones being determined on a per Payphone basis), minus telephone bills, commissions and Payphone related maintenance expenses per Payphone for the period from beginning immediately preceding twelve months, along with a master list of the then current fiscal year Payphones with Gross Revenue (as described above) of Guarantors to the end of less than $1 for such quarterperiod. In addition, and (ii) balance sheets of Guarantors as of the end of such quarter, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Guarantors, all in reasonable detail and certified by the chief financial officer of Guarantors that such statements fairly present the financial condition of Guarantors in accordance with GAAP, subject to changes resulting from normal year-end adjustments and the absence of footnotes.
(d) In addition to any other reports: (i) as soon as practicable and in any event within ten (10) days after the end of each month (A) a detailed aged trial balance of Borrower's accounts, in form and substance satisfactory to LaSalle in its sole discretion, and (B) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as LaSalle may require in its sole discretion), including a listing of any held checks; (ii) as soon as practicable and in any event within ten (10) days after the end of each monthFiscal Quarter, the general ledger inventory account balance, a physical inventory report and LaSalle's standard form of Inventory report then in effect, for Borrower by each category of Inventory, together Loan Parties will provide Lender with a description master list of locations for all of the monthly change in each category of Inventory; (iii) within five (5) days after a request by LaSalle, but in any event within ten (10) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, ArizonaLoan Parties' Payphones.
(e) As soox xx xxxxxxxxxxx xxx xx xxx xxxxx xxxxxx xinety (90) days after the end of each fiscal year of BorrowerAll schedules, (i) statements of income of Borrower for such fiscal yearcertificates, (ii) reports and assignments and other items delivered by a balance sheet of Borrower as of the end Loan Party to Lender hereunder shall be executed by an authorized representative of such fiscal year, and (iii) statements of cash flow of Borrower for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with Borrower's normal method of accounting for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to LaSalle, whose opinion shall be unqualified Loan Party and shall be in scope in accordance with audits performed for Borrower in prior years, in such form and substance satisfactory contain such information as Lender shall reasonably request. Each Loan Party shall deliver from time to LaSalle.
(f) As soon as practicable time such other schedules and in any event within ninety (90) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14
(g) As soon as practicable and in any event prior reports pertaining to the beginning of each fiscal year of Borrower, projected balance sheets, statements of income and cash flow for Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details Collateral as requested by LaSalle.
(h) As soon as practicable and in any event within ten (10) days of delivery to Borrower, a copy of any letter issued by Borrower's independent public accountants or other management consultants with respect to Borrower's financial or accounting systems or controls, including all so-called "management letters".
(i) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph 8(g) above, a letter signed by the President or a Vice President of Borrower and by the Treasurer or Chief Financial Officer of Borrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of Borrower.
(j) With reasonable promptness, such other business or financial data, reports, appraisals and projections as LaSalle Lender may reasonably request.
(k) All financial statements delivered to LaSalle pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs 8(b) and 8(e) above, Borrower shall deliver to LaSalle an officer's certificate in the form attached hereto as Exhibit B, which shall include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to LaSalle. Together with each delivery of annual financial statements required by paragraph 8(e) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereof.
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