Financial Statements, Reports. The Borrower shall furnish to the Administrative Agent the following:
(i) As soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year of the Borrower, a copy of the Financial Statements of the Borrower Entities (prepared on a consolidated basis) for the fiscal year to date, certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly in all material respects the financial condition, results of operations, cash flows, and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year end audit adjustments and omission of footnotes and statement of shareholder’s equity);
(ii) As soon as available and in no event later than 120 days after the close of each fiscal year of the Borrower, copies of (A) the audited consolidated Financial Statements of the Borrower Entities for such year, audited by Ernst & Young LLP or other independent certified public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board and (B) copies of the unqualified opinions of such accountants;
(iii) Commencing with the fiscal quarter ended June 30, 2008, as soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year in respect of quarterly Financial Statements of the Borrower Entities, 90 days after the close of each fiscal year in respect of yearly Financial Statements of the CBII Entities and 120 days after the close of each fiscal year in respect of yearly Financial Statements of the Borrower Entities in accordance with clause (i) above, clause (v) below and clause (ii) above, respectively, a compliance certificate of the Chief Accounting Officer or Treasurer of the Borrower (a “Compliance Certificate”) in substantially the form of Exhibit G-1; provided, however, that the only calculations to be provided in the Compliance Certificate delivered in connection with yearly Financial Statements of the CBII Entities shall be with respect to the Consolidated Adjusted Leverage Ratio;
(iv) As soon as available and in no event later than 45 days after the last day of each of the first three fiscal quarters of each fiscal year of CBII, a copy of the Quarterly Report for CBII on Form 10-Q for such quarter and for the fiscal year to date; provided that such information, to the extent the Borrower direc...
Financial Statements, Reports. Deliver to Bank by submitting to the Financial Statement Repository:
Financial Statements, Reports. Furnish to each Lender:
(a) within 120 days after the end of each fiscal year of NWS, consolidated balance sheets of NWS and its Subsidiaries and related consolidated statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing);
(b) within 60 days after the end of each of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financia...
Financial Statements, Reports. Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank:
Financial Statements, Reports. The Borrower shall furnish to the Bank: (i) within one hundred twenty (120) days after the last day of each fiscal year of the Borrower, a copy of the annual audit report of the Borrower prepared in accordance with GAAP, with detail reasonably satisfactory to the Bank, and consisting of at least a statement of assets and liabilities for each of the Series (including the Fund) as at the close of such fiscal year, a Schedule of Investments for each of the Series (including the Fund) as at the close of such fiscal year, a statement of operations for each of the Series (including the Fund) for such fiscal year and a statement of changes in net assets for each of the Series (including the Fund) for such fiscal year, and certified by an independent certified public accountant satisfactory to the Bank; (ii) statements of the Borrower's and the Fund's Net Assets and the market value of the assets of each Series (including the Fund) of the Borrower, whether or not held by the Custodian, on a daily basis whenever any Loans are outstanding hereunder and otherwise upon the Bank's request; (iii) promptly upon transmission thereof, copies of all regular and periodic financial information, proxy materials and other information and reports, if any, which the Borrower shall file with the Securities and Exchange Commission or any governmental agencies substituted therefor or which the Borrower shall send to its shareholders generally; and (iv) such other reports and information as the Bank may reasonably request from time to time.
Financial Statements, Reports. 5.6.1. MainSource has previously made available to Cheviot Financial the MainSource Financial Statements. The MainSource Financial Statements have been prepared in accordance with GAAP from the books and records of MainSource and each MainSource Subsidiary, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of MainSource and the MainSource Subsidiaries on a consolidated basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q.
5.6.2. At the date of each balance sheet included in the MainSource Financial Statements, MainSource did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MainSource Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.
5.6.3. MainSource (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets and (iii) access to assets is permitted only in accordance wi...
Financial Statements, Reports. The Company shall furnish to each holder of the Convertible Notes:
(a) Within ten (10) business days of their becoming available, copies of (i) all financial statements, reports, notices and proxy statements and other communications sent or made available by the Company to its security holders, (ii) all regular periodic reports and all registration statements and prospectuses, if any, filed by the Company with any securities exchange or with the SEC, and (iii) all press releases made available by the Company.
(b) At the time of delivery of each annual financial statement pursuant to Section 6.1(a), a certificate executed by the Chief Financial Officer or other senior executive officer of the Company stating that such officer has caused this Agreement and the terms of the Convertible Notes to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default and the nature thereof;
(c) Promptly after the commencement thereof, notice of actions, suits, claims, proceedings, investigations and inquiries that, in the reasonable judgment of the Company, if adversely determined would have a Material Adverse Effect on the Company;
(d) Within two (2) business days after any executive officer of the Company obtains actual knowledge (i) of any condition or event that constitutes a material default of any of the Company's duties or obligations under this Agreement or the Convertible Notes, or (ii) that any Purchaser has given any notice or taken any action with respect to a claimed default by the Company, a certificate of the Company's Chief Executive or Chief Operating Officer specifying, as applicable, the nature and period of existence of such condition or event, the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto.
(e) Immediately upon receipt of any notice of any default or acceleration delivered to the Company by any Purchaser, written notice thereof setting forth the name of the person that delivered the notice and the aggregate amount of Convertible Notes held by such person, together with a copy of each such notice.
Financial Statements, Reports. 4.6.1. Cheviot Financial has previously made available to MainSource the Cheviot Financial Financial Statements. The Cheviot Financial Financial Statements have been prepared in accordance with GAAP or regulatory accounting principles or regulatory instructions, as applicable, from the books and records of Cheviot Financial and each Cheviot Financial Subsidiary, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments) the consolidated financial position, results of operations, cash flows, and changes to shareholders’ equity of Cheviot Financial and the Cheviot Financial Subsidiaries on a consolidated basis as of and for the respective periods ended on the dates thereof, in accordance with GAAP during the periods involved, except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q.
4.6.2. At the date of each balance sheet included in the Cheviot Financial Financial Statements, Cheviot Financial did not have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Cheviot Financial Financial Statements or in the footnotes thereto which are not reflected or reserved against therein in accordance with GAAP or appropriately disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes.
4.6.3. Cheviot Financial and each Cheviot Financial Subsidiary has timely filed all reports, forms, schedules, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that it was required to file since December 31, 2014 with any Governmental Entity and has paid all fees and assessments due and payable in connection therewith. The Cheviot Financial Regulatory Reports, to the extent they contain financial information, have been prepared in all material respects in accordance with applicable regulatory...
Financial Statements, Reports. Deliver to Agent by submitting to the Financial Statement Repository, for Agent’s distribution to each Lender:
