Financial Statements; Ratings Change Sample Clauses

Financial Statements; Ratings Change. Other Information 45 Section 8.02 Notices of Material Events 48 Section 8.03 Existence; Conduct of Business 48 Section 8.04 Payment of Obligations 48 Section 8.05 Operation and Maintenance of Properties 49 Section 8.06 Insurance 49 Section 8.07 Books and Records; Inspection Rights 50 Section 8.08 Compliance with Laws 50 Section 8.09 Environmental Matters. 50 Section 8.10 Further Assurances. 51 Section 8.11 Reserve Reports. 51 Section 8.12 Title Information. 52 Section 8.13 Additional Collateral; Additional Guarantors. 53 Section 8.14 ERISA Compliance 54 Section 8.15 Swap Agreements 54 Section 8.16 Marketing Activities 55 Section 8.17 Modifications to Development Plan 55 Section 8.18 Operating Account, Deposit Accounts and Securities Accounts. 55 Section 8.19 Performance of Obligations under Loan Documents 56 ARTICLE IX NEGATIVE COVENANTS Section 9.01 Financial Covenants. 56 Section 9.02 Debt 56 Section 9.03 Liens 57 Section 9.04 Dividends, Distributions and Redemptions 58 Section 9.05 Investments, Loans and Advances 58 Section 9.06 Nature of Business 59 Section 9.07 Limitation on Leases 59 Section 9.08 Proceeds of Notes 60 Section 9.09 ERISA Compliance 60 Section 9.10 Sale or Discount of Receivables 60 Section 9.11 Mergers, Etc 60 Section 9.12 Sale of Properties 61 Section 9.13 Environmental Matters 61 Section 9.14 Transactions with Affiliates 62 Section 9.15 Subsidiaries 62 Section 9.16 Negative Pledge Agreements; Dividend Restrictions 62 Section 9.17 Gas Imbalances, Take-or-Pay or Other Prepayments 62 Section 9.18 Swap Agreements 62 Section 9.19 Development Plan 63 ARTICLE X EVENTS OF DEFAULT; REMEDIES Section 10.01 Events of Default 63 Section 10.02 Remedies. 65 ARTICLE XI THE ADMINISTRATIVE AGENT Section 11.01 Appointment; Powers 66 Section 11.02 Duties and Obligations of Administrative Agent 66 Section 11.03 Action by Administrative Agent 67 Section 11.04 Reliance by Administrative Agent 68 Section 11.05 Subagents 68 Section 11.06 Resignation or Removal of Administrative Agent 68 Section 11.07 Administrative Agent as Lender 69 Section 11.08 No Reliance. 69 Section 11.09 Administrative Agent May File Proofs of Claim 70 Section 11.10 Authority of Administrative Agent to Release Collateral and Liens 70 Section 11.11 The Arranger 70 ARTICLE XII MISCELLANEOUS Section 12.01 Notices. 71 Section 12.02 Waivers; Amendments. 71 Section 12.03 Expenses, Indemnity; Damage Waiver. 72 Section 12.04 Successors and Assigns. 75 Section 12.05 Survival; Revival; Reinstate...
Sample 1
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Financial Statements; Ratings Change and Other Information 46 SECTION 5.02 Notices of Material Events 47 SECTION 5.03 Existence; Conduct of Business 48 SECTION 5.04 Payment of Obligations 48 SECTION 5.05 Maintenance of Properties; Insurance 48 SECTION 5.06 Books and Records; Inspection Rights 48 SECTION 5.07 Compliance with Laws 48 SECTION 5.08 Use of Proceeds 48 SECTION 5.09 Subsidiary Guaranty 49 ARTICLE VI Negative Covenants 49 SECTION 6.01 Indebtedness 49 SECTION 6.02 Liens 50 SECTION 6.03 Fundamental Changes and Asset Sales 51 SECTION 6.04 Investment, Loans, Advances, Guarantees and Acquisitions 52 SECTION 6.05 Restrictive Agreements 52 SECTION 6.06 Restricted Payments 53 SECTION 6.07 Financial Covenants 53
Sample 1

Related to Financial Statements; Ratings Change

  • Financial Statements; Ratings Change and Other Information The Borrower will furnish to the Administrative Agent and each Lender:

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Financial Condition; Financial Statements (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

  • Financial Statements; Financial Condition All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Annual Financial Statement As soon as available, and in any event within ninety (90) days after and as of the close of each fiscal year of Borrower, a consolidated report of audit of Company, all in reasonable detail, audited by an independent certified public accountant selected by Borrower and reasonably acceptable to Bank, in accordance with generally accepted accounting principles on a basis consistently maintained by Borrower and certified by an appropriate officer of Borrower;

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Financial Statement If Lessor desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

  • Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

  • Financial Statements, Reports, etc Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

  • Financial Statement Audit If, during its fiscal year, Grantee expends less than $750,000 in Federal Awards, Grantee is subject to the following audit requirements:

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