Xxxxxxxxx and Business Information. The Obligors shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Year), duplicate copies of, (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year of the Company, duplicate copies of (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc)
Xxxxxxxxx and Business Information. The Obligors Seller shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required cause to be delivered under any Material Credit Facility to FGI the following:
x. Xxxxxxxxx Statements and Collateral Reports: such data, reports, statements and information, financial or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery dateotherwise, as FGI may reasonably request, including, without limitation:
i. within thirty (30) days after the end of each quarterly fiscal period in each fiscal yearFiscal Year calendar month, the consolidated and consolidating (if applicable) income and cash flow statements of Seller and its Subsidiaries for such month and for the expired portion of the Company fiscal year ending with the end of such month and the consolidated and consolidating (other than the last quarterly fiscal period of each such fiscal yearFiscal Year), duplicate copies of,
(iif applicable) an unaudited consolidated balance sheet of the Company Seller and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quartermonth, setting forth in each case in comparative form the corresponding figures as at the end of and for the corresponding periods in of the previous fiscal yearFiscal Yearyear, all in reasonable detail, including all supporting schedules and certified by Seller’s chief financial officer to have been prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a)GAAP;
ii. within one hundred and five (b105) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of Seller, the Companyconsolidated and consolidating (if applicable) income and cash flow statements of Seller and its Subsidiaries for such year, duplicate copies of
and the consolidated and consolidating (iif applicable) a consolidated balance sheet of the Company Seller and its Subsidiaries as at the end of such fiscal year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal yearFiscal Yearyear, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to FGI, and unqualifiedly certified to have been prepared in accordance with GAAP, together with copies of any management letters provided by such accountants to management of Seller;
iii. on the first Business Day of each calendar week (as of the last Business Day of the prior calendar week), Seller’s accounts receivable aging report, accounts payable aging report, Inventory reports and accompanied such other reports as FGI reasonably deems necessary, certified by an opinion thereon Seller’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to FGI;
iv. on the first Business Day of each calendar week (without as of the last Business Day of the prior calendar week), for each Account Debtor who is indebted on a “going concern” Purchased Account that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Accounts and at FGI’s option a check (or similar qualification wire transfer) payable to FGI for the amount thereof or exception in FGI’s sole and without any qualification or exception as exclusive discretion, FGI may accept the issuance of a credit memo and apply same to the scope Reserve Account; and
x. xx later than thirty (30) days prior to each fiscal year-end, Seller’s annual consolidated financial statement projections for the upcoming fiscal year.
b. Notice of Event of Default - promptly upon becoming aware of the audit on existence of any condition or event which such opinion constitutes a Default or an Event of Default under this Agreement, a written notice specifying the nature and period of existence thereof and what action Seller is basedtaking (and proposes to take) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b)respect thereto;
Appears in 1 contract
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note Bonds that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,:
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, ; provided that the delivery within the time period specified above of copies of the Company’s Form 10-Q said financial statements, prepared in compliance accordance with the requirements therefor and filed with the SEC Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a); provided however, that the Company shall have given each Purchaser or holder of a Bond prior written notice, which may be by e-mail or in accordance with Section 15, of delivery for filing in connection with each delivery, and provided further, that upon request of any holder of a Bond to receive paper copies of such, financial statements, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder;
(b) Annual Statements — within 105 120 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national AQUA OHIO, INC. Bond Purchase Agreement standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year (together with the Company’s annual report to shareholderssaid financial statements, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and containing the above described audit opinion and filed with the SEC, Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b); provided however, that the Company shall have given each holder of a Bond prior written notice, which may be by e-mail or in accordance with Section 15, of delivery for filing in connection with each delivery, and provided further, that upon request of any holder of a Bond to receive paper copies of such, financial statements, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder;
Appears in 1 contract
Samples: Bond Purchase Agreement (Essential Utilities, Inc.)
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements Statements— within 60 45 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery datethereof) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,:
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EXXXX” and on its home page on the worldwide web (at the date of this Agreement located at: http//wxx.xxxxxx.xxx) and shall have given each Purchaser prior notice of such availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);
(b) Annual Statements Statements— within 105 90 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery datethereof) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934Act) prepared in accordance with the requirements therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — -- within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,
(i) an unaudited consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in partners' equity and cash flows of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal, recurring year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s 's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — -- within 105 120 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ partners' equity and cash flows of the Company and its Subsidiaries Restricted Subsidiaries, for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by
(A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s 's Annual Report on Form 10-K for such fiscal yearFiscal Year year (together with the Company’s 's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Ferrellgas Partners Finance Corp)
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investorthe Lender:
(a) Quarterly Statements — -- within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case commencing with the quarter ended September 30, 1999 in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal, recurring year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s 's Quarterly Report on Form 10-Q Q, if any, prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — -- within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ ' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case case, commencing with the year ended December 31, 1999, in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by by
(A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s 's Annual Report on Form 10-K K, for such fiscal yearFiscal Year year (together with the Company’s 's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
(c) SEC and Other Reports, if any, -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;
(d) Notice of Default or Event of Default -- promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 8.1(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
(e) ERISA Matters -- promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:
(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution 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 the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or
(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;
(f) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and
(g) Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Note as from time to time may be reasonably requested by the Lender.
Appears in 1 contract
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q 10‑Q (the “Form 10-Q10‑Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,, ‑12‑
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP SEC requirements applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K 10‑K (the “Form 10-K10‑K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with the standards of the Public Company Accounting Oversight Board (United States), if the Company is subject to the filing requirements of the Form 10-K, or, otherwise, generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time ‑13‑ period specified above of the Company’s Form 10-K 10‑K for such fiscal yearFiscal Year year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Securities Exchange Act of 1934, as amended) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 45 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);) with respect to financial statements; 3578247962676392 -22-
(b) Annual Statements — within 105 120 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; provided, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year year (together with the Company’s annual report to its shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b)) with respect to financial statements;
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)
Xxxxxxxxx and Business Information. The Obligors Constituent Companies shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 days or, solely during the Covenant Relief Period, within 75 days if the SEC extends the time for quarterly filing past such date for public companies generally (or or, in each case, such shorter period as is the earlier of (x) 15 5 days greater than the period applicable to the filing of the CompanyParent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) ), after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,
(i1) an unaudited a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries as at the end of such quarter, and
(ii2) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — within 105 days or, solely during the Covenant Relief Period, within 150 days if the SEC extends the time for annual filing past such date for public companies generally (or or, in each case, such shorter period as is the earlier of (x) 15 5 days greater than the period applicable to the filing of the CompanyParent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) ), after the end of each fiscal yearFiscal Year year of the CompanyParent Guarantor, duplicate copies of,
(i1) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries as at the end of such year, and
(ii2) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)
Xxxxxxxxx and Business Information. The Obligors shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Year), duplicate copies of,
(i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year of the Company, duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries as Lincoln Electric Holdings, Inc. Note Purchase Agreement at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc)
Xxxxxxxxx and Business Information. The Obligors Parent Guarantor shall deliver to each Purchaser and each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the CompanyParent Guarantor’s Quarterly Report on Form 10-Q 10‑Q (the “Form 10-Q10‑Q”) with the SEC regardless of whether the Company Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Principal Debt Facility or the date on which such corresponding financial statements are delivered under any Material Credit Principal Debt Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,:
(i) an unaudited consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income operations and comprehensive income, stockholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the CompanyParent Guarantor’s Annual Report on Form 10-K 10‑K (the “Form 10-K10‑K”) with the SEC regardless of whether the Company Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Principal Debt Facility or the date on which such corresponding financial statements are delivered under any Material Credit Principal Debt Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the CompanyParent Guarantor, duplicate copies of
(i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of operations and comprehensive income, changes in shareholdersstockholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;
(c) SEC and Other Reports — promptly upon their becoming available, provided that one copy of (i) each financial statement, report, notice proxy statement or similar document sent by the delivery Parent Guarantor, the Company or any of their respective Subsidiaries (x) to its
(d) Notice of Default or Event of Default — promptly, and in any event within the time period specified above five Business Days after a Responsible Officer of the Company’s Form 10-K for such fiscal yearFiscal Year Parent Guarantor or the Company becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
(together with e) Employee Benefit Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the Company’s annual report to shareholdersfollowing, a written notice setting forth the nature thereof and the action, if any, prepared that the Parent Guarantor, the Company or an ERISA Affiliate proposes to take with respect thereto:
(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to Rule 14a-3 such regulations as in effect on the date hereof; or
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution 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 the Parent Guarantor, the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or
(iii) any event, transaction or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;
(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Parent Guarantor, the Company or any of their respective Subsidiaries from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;
(g) Resignation or Replacement of Auditors — within ten days following the date on which the Parent Guarantor’s auditors resign or the Parent Guarantor elects to change auditors, as the case may be, notification thereof, together with such supporting information as the Required Holders may request; and
(h) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries (including actual copies of the Parent Guarantor’s Form 10‑Q and Form 10‑K) or relating to the ability of the Company to perform its obligations hereunder and under the Securities Exchange Act Notes or relating to the ability of 1934) prepared the Parent Guarantor to perform its obligations hereunder and under the Guaranty or the ability of any Subsidiary Guarantor to perform its obligations under the Guaranty, in accordance with the requirements therefor and filed with the SEC, shall each such case as from time to time may be deemed to satisfy the requirements reasonably requested by any such Purchaser or such holder of this Section 7.1(b);Notes.
Appears in 1 contract
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note Bonds that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,:
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, provided that the delivery within the time period specified above of copies of the Company’s Form 10-Q said financial statements, prepared in compliance accordance with the requirements therefor and filed with the SEC Municipal Securities Rulemaking Board on the Electronic Municipal Market Access (“EMMA”) database shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — within 105 120 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year (together with the Company’s annual report to shareholderssaid financial statements, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and containing the above-described audit opinion and filed with the SEC, Municipal Securities Rulemaking Board on the EMMA database shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Bond Purchase Agreement (Essential Utilities, Inc.)
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 sixty (60) days (or such shorter period as is the earlier of (x) 15 fifteen (15) days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “XXXXX” and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxxxx.xxx) and shall have given each Purchaser and each of a Note prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);
(b) Annual Statements — within 105 one hundred five (105) days (or such shorter period as is the earlier of (x) 15 fifteen (15) days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal yearFiscal Year year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements Statements— within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery datethereof) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,:
(i) an unaudited a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “XXXXX” and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxx.xxx) and shall have given each Purchaser prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);
(b) Annual Statements Statements— within 105 120 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery datethereof) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal yearFiscal Year year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934Act) prepared in accordance with the requirements therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Xxxxxxxxx and Business Information. The Obligors Company shall deliver to each Purchaser and each holder of a Note Notes that is an Institutional Investor:Investor (and to each Purchaser during the period from the Execution Date through the Second Closing):
(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery datethereof) after the end of each quarterly fiscal period in each fiscal yearFiscal Year year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Yearyear), duplicate copies of,
(i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP applicable to unaudited quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery datethereof) after the end of each fiscal yearFiscal Year year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, andand Madison Gas and Electric CompanyNote Purchase Agreement
(ii) consolidated statements of income, changes in shareholders’ equity income and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, Lincoln Electric Holdings, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Yearyear, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal yearFiscal Year year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934Act) prepared in accordance with the requirements therefor and filed with the SEC, SEC shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Madison Gas & Electric Co)
