Items to be Furnished. The Loan Parties shall cause the following to be furnished to Agent, for distribution to each Lender at its respective principal office, as designated by each Lender to Agent and Loan Parties from time to time:
(a) Promptly after preparation, and no later than one hundred twenty (120) days after the last day of each fiscal year of the Loan Parties (provided, that, for the fiscal year ending December 31, 2015, the delivery date shall be one hundred eighty (180) days after the last day of such fiscal year), audited financial statements (including statements of income, cash flows and Equityholders’ equity and a balance sheet) showing the consolidated financial condition and results of operations of the Loan Parties as of, and for the year ended on, that last day, accompanied by:
(i) the unqualified opinion of a firm of independent certified public accountants acceptable to Lenders (the “Accounting Firm”), based on an audit using generally accepted auditing standards, that the financial statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of the Loan Parties; and
(ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Loan Parties’ compliance with the financial covenants set forth in Section 10 of this Agreement and (B) that such financial statements were prepared in accordance with the Accounting Practices (subject to normal year-end adjustments and the absence of footnote disclosures) and present fairly, in all material respects, the consolidated financial condition and results of operations of the Loan Parties.
(b) Promptly after preparation, and no later than thirty (30) days after the last day of each calendar month of the Loan Parties, internally-certified unaudited financial statements (including consolidated statements of income and cash flows and a balance sheet) showing the consolidated financial condition and results of operations of the Loan Parties as of, and for the month, year-to-date and, if applicable, quarter period ended on, that last day. The Loan Parties’ certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements were prepared in accordance with the Accounting Practices (subject to normal year-end adjustments and the absence of footnote disclosures) and present fairly, in all material respects, the consolidated financial con...
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent (with sufficient copies for each Lender):
Items to be Furnished. Restricted Borrowers shall cause the following to be furnished to Administrative Agent for delivery to Lenders:
(a) Promptly after preparation, and no later than 120 days after the last day of each fiscal year of Restricted Borrowers, Financial Statements showing the combined financial condition and results of operations calculated for the Companies, as of, and for the year ended on, such day, each accompanied by:
(i) the opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, (A) that such Financial Statements were prepared in accordance with GAAP and present fairly in all material respects the combined financial condition and results of operations of the Companies, and (B) that is not qualified with respect to scope limitations imposed by any Company, with respect to accounting principles followed by any Company not in accordance with GAAP, or with respect to a "going concern" or similar nature;
(ii) a subscriber count and information regarding the number of homes passed as of the end of such fiscal year; and
(iii) a Compliance Certificate in substantially the form of Exhibit E.
(b) Promptly after preparation, and no later than 90 days after the last day of each of the first 3 fiscal quarters of each fiscal year of Restricted Borrowers, Financial Statements showing the combined financial condition and results of operations calculated for the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by (i) a subscriber count and information regarding the number of homes passed as of the end of such fiscal quarter and (ii) a Compliance Certificate in substantially the form of Exhibit E.
(c) Notice, no later than five Business Days after any Company knows or has reason to know of (i) the existence and status of any Litigation, order or judgment for the payment of money, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Company which (individually or collectively) would reasonably be expected to be a Material Adverse Event, (ii) any condition, event, or development which is or could reasonably be expected to be a Material Adverse Event, (iii) a Default or Potential Default specifying the nature thereof and what action any Company has taken, is taking, or proposes to take with respect thereto, (iv) any federal, state, or local Law limiting or controll...
Items to be Furnished. BY SELLER
Items to be Furnished. EDS covenants and agrees that it shall cause to be furnished to the Administrative Agent, for distribution to each Lender, each of the following:
Items to be Furnished. Borrower shall cause the following to be --------------------- furnished to each Lender:
Items to be Furnished. Borrower shall cause the following to be furnished to each Lender: With respect to each fiscal year of the Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies' periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of the Companies as of, and for the year ended on, that last day, accompanied by: (A) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that the Financial Statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and period of existence thereof, and (D) a Compliance Certificate with respect to the Financial Statements. With respect to each fiscal quarter of the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year to the last day of such fiscal quarter, accompanied by a Compliance Certificate with respect to the Financial Statements. Promptly after receipt, a copy of each interim or special audit report, management letter and recommendations issued by independent accountants with respect to any Company or its financial records. Promptly after Borrower has notified Administrative Agent of any intention by Borrower to treat the Loans and/or L/Cs as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form.
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent (with sufficient copies for each Lender; provided however that, in lieu of supplying sufficient copies to Administrative Agent and each Lender, Borrower may cause each item to be made available to Administrative Agent and Lenders on PPT’s website):
Items to be Furnished. Borrower shall cause the following to be --------------------- furnished to each Lender:
(a) With respect to each fiscal year of the Companies:
(i) Promptly after preparation, unaudited Financial Statements showing the consolidated financial condition and results of operations of the Companies as of the last day of such fiscal year and for such fiscal year, accompanied by a Compliance Certificate with respect to such Financial Statements (for purposes of adjusting the Applicable Margin and the Applicable Percentage in accordance with the definitions of such terms); and
(ii) Promptly after preparation, and no later than 120 days after the last day of each fiscal year of the Companies, Financial Statements showing the consolidated financial condition and results of operations of the Companies as of, and for the year ended on, that last day, accompanied by: (A) the unqualified opinion of a firm of nationally- recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that the Financial Statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and (D) a Compliance Certificate with respect to the Financial Statements.
(b) Promptly after preparation, and no later than 60 days after the last day of each fiscal quarter of the Companies, Financial Statements showing the consolidated financial condition and results of operations of the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year to the last day of the fiscal quarter, accompanied by a Compliance Certificate with respect to the Financial Statements.
(c) Promptly after receipt, a copy of each interim or special audit report and management letter issued by independent accountants with respect to any Company or its financial records.
(d) Notice, promptly after any Company knows or has reason to know, of (i) the existence and status of any Litigation that, if determined adversely to any Company, would be a Material Adverse Event, (ii) any change in any material fact or circumstance rep...
Items to be Furnished. A typographical error in SECTION 8.1(e) of the Credit Agreement is hereby corrected by replacing the reference to "Form S-8" with a reference to "Form 8-K."
