Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time. (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements. (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements. (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods. (iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission. (v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports. (b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day. (c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto. (d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 5 contracts
Sources: Loan and Security Agreement (Portfolio Recovery Associates Inc), Loan and Security Agreement (Portfolio Recovery Associates Inc), Loan and Security Agreement (Portfolio Recovery Associates Inc)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank:
(a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report shall include at each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days after the end of each fiscal year, Borrower’s financial and business projections and budget for the current year (including monthly detail), certified by a minimum the claimantResponsible Officer as being approved by Borrower’s Board of Directors; and (vii) such budgets, the amount of the claimsales projections, the defendants named and the date of such claim. Borrower agrees operating plans or other financial information as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.time;
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayC hereto, together with aged listings by invoice date of accounts receivable and accounts payable.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) As soon as possible and in any event within two (2) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(e) Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral, in form reasonably acceptable at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 5 contracts
Sources: Loan and Security Agreement (Hubspot Inc), Loan and Security Agreement (Hubspot Inc), Loan and Security Agreement (Hubspot Inc)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to each Bank internally prepared consolidated financial statements.
Lenders and certified by a Responsible Officer; (iib) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (with respect to the CPA prepared statementsother than a qualification for a going concern) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Required Lenders; (iiic) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, which report shall include at a minimum sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the claimantend of Borrower’s fiscal year, the amount an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the claimlast day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the defendants named status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such claimfiling and the registration or application numbers, if any. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
Within twenty (b) Within thirty (3020) days after the last day of each month, Borrower shall deliver to each Bank Lenders a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the required information that is current within one day.
Inventory valued on a first-in, first-out basis at the lower of cost or market (cin accordance with GAAP) Within thirty (30) days after the last day of each month, and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to each Bank Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretoD hereto and a deferred revenue report.
(di) Borrower shall provide such additional statements and information as prior to any Bank may from time to time request, in form reasonably acceptable to Advance against the Banks. Each Bank shall keep such information confidential which is marked “ConfidentialEligible Inventory;” and which (ii) every twelve (12) months thereafter unless an Event of Default has not been disclosed to third partiesoccurred and is continuing; in each case of (x) and (y), and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesat Borrower’s expense.
Appears in 4 contracts
Sources: Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty fifty (120150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report shall include at each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) no later than twenty five (25) days prior to the end of each fiscal year of Borrower, an annual business plan including a minimum monthly operating budget; (vii) such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time; and (viii) within thirty (30) days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reportsthis Agreement.
(ba) Within thirty twenty five (3025) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayC hereto, together with aged listings by invoice date of accounts receivable and accounts payable.
(cb) Within thirty twenty five (3025) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 4 contracts
Sources: Loan Agreement (Rocket Fuel Inc.), Loan Agreement (Rocket Fuel Inc.), Loan Agreement (Rocket Fuel Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, provided that Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared audited financial statements for 2010 and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
2011 not later than October 31,2012); (iviii) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimantordinary course of business as Bank may reasonably request from time to time.
(a) Commencing with the period not less than thirty (30) days prior to the initial Advance on the Revolving Line, and within twenty (20) days after the amount last day of each month prior to the termination of the claimRevolving Line (and as long as Bank has any commitment to lend thereunder), Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the defendants named and the form of Exhibit D hereto, together with aged listings by invoice date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsaccounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing, Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 3 contracts
Sources: Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.), Loan and Security Agreement (Natera, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) 30 days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating, as applicable, balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning starting with the fiscal year ending December 31, 20052016, as soon as available, but in any event within one hundred twenty (120) 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated andand consolidating, upon request of any Bank, internally prepared consolidatingas applicable, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern related solely to Borrower’s liquidity position or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 45 days after the last day end of each fiscal quarter, year of Borrower shall deliver to each Bank a statement during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt (excluding any materials provided to such security holders, stockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) periodic informal clinical updates on any material developments as Borrower may determine or upon request of Bank and (vii) such budgets, which report shall include at a minimum sales projections, operating plans or other information related to Borrower’s business generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) As soon as possible and in any event within three (3) Business Days after becoming aware of the required information that is current within one dayoccurrence and existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees, or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 3 contracts
Sources: Loan and Security Agreement (Evelo Biosciences, Inc.), Loan and Security Agreement (Evelo Biosciences, Inc.), Loan and Security Agreement (Evelo Biosciences, Inc.)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to as soon as available, but in any event within thirty (30) days after the last day of each Bank each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and all of the financial statements, reports, certificates accounts payable by invoice date and other records referenced under this subsection a recurring revenue report; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available, but in any event no later than the Banks. After the occurrence earlier to occur of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after following the last day beginning of each fiscal quarter, Borrower shall deliver to each Bank a statement year or the date of approval by Borrower’s Net Finance Receivable prepared board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a manner and format consistent with past practice and consistent with the manner and format employed in monthly format, approved by Borrower’s public filingsboard of directors, and will be consistent with the information contained in Borrower’s public filings for the same periods.
a form and substance reasonably acceptable to Bank; (ive) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (vf) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (g) such budgets, which report shall include at a minimum the claimantsales projections, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly operating plans or other financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may reasonably request from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicestime.
Appears in 3 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Everbridge, Inc.), Loan and Security Agreement (Everbridge, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, statement of operations, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Ernst & Young LLP; (iii) Within thirty (30) days annual budget promptly after the last day approval by Borrower’s Board of Directors, but no later than January 31 of each fiscal quarter, Borrower shall deliver to each Bank a statement year during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request in writing from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) Within 3 calendar days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees, or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 3 contracts
Sources: Loan and Security Agreement (Dermira, Inc.), Loan and Security Agreement (Dermira, Inc.), Loan and Security Agreement (Dermira, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, including a net worth reconciliation and accounting for maintenance of minimum, state mandated capital requirements (120where required), and including copies of bank account statements for any Cash held outside of Bank, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within 150 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against a Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of $500,000 or more; (v) promptly upon receipt, which report shall include at each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a minimum Borrower in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time; (vii) within 30 days of the claimlast day of each fiscal quarter, the defendants named a report signed by Parent, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement and (viii) as soon as available, but in any Bank with respect event no later than December 15th of each year, a Board approved, fully-funded operating plan of Borrower for the following year, acceptable to such reportsBank.
(ba) Within thirty (30) 45 days after the last day of each monthcalendar quarter, Borrower Parent shall deliver to each Bank (i) a Borrowing Base Compliance Certificate dated (which shall certify compliance with the covenants contained herein and all state governing body rules and regulations) certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides and (ii) a report of 12 month average claims ratios by state and 12 month average combined claims ratio with respect to Borrowers’ insurance policies and signed by a Responsible Officer.
(b) Within 45 days after the last day of each calendar quarter, Parent shall deliver to Bank copies of all NAIC Quarterly Statements as required information that is current within one dayby each state in which Borrowers and its Subsidiaries conduct business.
(c) As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) As soon as possible and in any event within 3 calendar days after becoming aware of any Borrower having a combined claims ratio in the United States falling in a variance that is at least 10% higher than the agreed upon ratios in Borrowers’ business plan which has been submitted to and approved by Bank in writing, a written statement of a Responsible Officer presenting a plan to rectify such variance, such plan to be reasonably acceptable to Bank.
(e) Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense (not to exceed $7,500 per year as long as no Event of Default has occurred and is continuing) in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.
(f) Within thirty (30) 5 days after the last day of each month, Borrower Parent shall deliver to Bank a report of Cash held by the Insurance Company Subsidiary.
(g) Within 30 days after the last day of each calendar quarter, Parent shall deliver to Bank with a status report on rate increase requests pending and to be initiated. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the monthly financial statements a Compliance Certificate signed information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Officer. Borrower shall provide such additional statements include a submission date on any certificates and information as any Bank may from time reports to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 3 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Trupanion Inc.), Loan and Security Agreement (Trupanion Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each Agent and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Lenders: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating, if applicable, balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible Officer pursuant to a Compliance Certificate; (120ii) as soon as available, but in any event within 90 days after the end of each calendar quarter, a company prepared consolidated and consolidating, if applicable, balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible Officer; (iii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver audited (or such other level as is required pursuant to each Bank audited CPA prepared the Investment Agreement) consolidated andand consolidating, upon request of any Bank, internally prepared consolidatingif applicable, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion (which is either unqualified, qualified only for going concern solely due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Agent and the Required Lenders) on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Agent and the Banks. After Required Lenders; (iv) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than the occurrence earlier of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iiiA) Within thirty (30) 60 days after the last day end of each fiscal quarter, Borrower shall deliver to each Bank a statement year during the term of this Agreement or (B) five days following approval by Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
Board of Directors; (ivv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (vvi) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vii) promptly upon receipt, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested each management letter prepared by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.Borrower’s independent certified public accounting firm regarding Borrower’s management
Appears in 3 contracts
Sources: Loan and Security Agreement (Kala Pharmaceuticals, Inc.), Loan and Security Agreement (Kala Pharmaceuticals, Inc.), Loan and Security Agreement (Kala Pharmaceuticals, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating (120if any) balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating (if any) financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to if required by the CPA prepared statementsInvestment Agreement) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) annual budget approved by Borrower’s Board of Directors as soon as available but in any event within 30 days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement year end during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened in writing against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum the claimanteach management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, the amount of the claimsales projections, the defendants named and the date of such claim. Borrower agrees operating plans, information relating to cooperate in good faith with respect clinical updates or other information as Bank may reasonably request from time to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) As soon as possible and in any event within 3 Business Days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees, or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount of, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 3 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Rubius Therapeutics, Inc.), Loan and Security Agreement (Rubius Therapeutics, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (other than for a going concern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than thirty (30) days from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the claimantimmediately following year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) Immediately upon becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty (30) days after the last day of each month, Borrower Bank shall deliver to each Bank with the monthly financial statements have a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. The audit cost per annum (absent an Event of Default) shall not exceed $10,000. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 3 contracts
Sources: Loan and Security Agreement (Roka BioScience, Inc.), Loan and Security Agreement (Roka BioScience, Inc.), Loan and Security Agreement (Roka BioScience, Inc.)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to within twenty (20) days after the last day of each Bank each month, aged listings of accounts receivable and all accounts payable, together with a month-by-month recurring revenue report and a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of the financial statements, reports, certificates and other records referenced under this subsection Exhibit C hereto; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty twenty-five (3025) days after the end of each calendar quartermonth, a Borrower shall deliver to each Bank internally prepared consolidated financial statements.
balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty fifty (120150) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiid) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (ve) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more, which report shall include at a minimum the claimantor any commercial tort claim acquired by Borrower; (f) as soon as available, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate but in good faith with respect to any additional information requested by any Bank with respect to such reports.
event no later than fifteen (b) Within thirty (3015) days after prior to the last day beginning of each monthBorrower’s next fiscal year, Borrower shall deliver annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, in form and substance reasonably satisfactory to each Bank a Borrowing Base Certificate dated Bank, and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(cg) Within thirty (30) days after the last day of each monthsuch budgets, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and sales projections, operating plans, other information as any Bank may reasonably request from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicestime.
Appears in 3 contracts
Sources: Loan and Security Agreement (Backblaze, Inc.), Loan and Security Agreement (Backblaze, Inc.), Loan and Security Agreement (Backblaze, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank:
(a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 20 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 150 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (v) promptly upon receipt, which report each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time. Notwithstanding the foregoing, Borrower shall include at a minimum the claimantdeliver its audited consolidated and consolidating financial statements for 2008 no later than June 30, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports2009.
(b) Within thirty (30) 20 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides D-1 hereto, together with an inventory report in format satisfactory to Bank and aged listings by invoice date of accounts receivable and accounts payable. Within 20 days after the required information that is current within one day.last day of each month in which EXIM Advances are outstanding, Borrower shall deliver to Bank an Export Related Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D-2 hereto, together with aged listings by payment due date of foreign accounts receivable and accounts payable, a summary report of export purchase orders and an inventory report in format satisfactory to Bank
(c) Within thirty (30) 20 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) As soon as possible and in any event within three (3) Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower shall provide such additional statements and information as any Bank may from time has taken or proposes to time requesttake with respect thereto.
(e) Within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the Banksstatus of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.
(f) Within 20 days after the last day of each month, Borrower shall deliver to Bank a monthly summary of Export Purchase Orders, and within 20 days after the last of each quarter, Borrower shall deliver to Bank copies of approximately ten percent (10%) of all actual Export Purchase Orders, as a sample representation of all Export Purchase Orders. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Domestic Borrowing Base Certificate, the Export Related Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 3 contracts
Sources: Loan and Security Agreement (Applied Optoelectronics, Inc.), Loan and Security Agreement (Applied Optoelectronics, Inc.), Loan and Security Agreement (Applied Optoelectronics, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating (120if applicable) balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within 270 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, or qualified only for going concern due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 15 of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with year during the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
term hereof; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $500,000 or more; (vi) promptly upon receipt, which report shall include at a minimum the claimanteach management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, the amount of the claimsales projections, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly operating plans or other financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may reasonably request from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicestime.
Appears in 2 contracts
Sources: Loan and Security Agreement (Cirius Therapeutics, Inc.), Loan and Security Agreement (Cirius Therapeutics, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within no later than thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated company prepared consolidated balance sheet and signed income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in substantially the a form of Exhibit D hereto that provides the required information that is current within acceptable to Bank; (ii) as soon as available, but no later than one day.
hundred eighty (c) Within thirty (30180) days after the last day of each monthBorrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (iv) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year end, annual financial projections; (v) other financial information reasonably requested by Bank; and (vi) so long as the Intellectual Property is Collateral, prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Borrower shall deliver to each Bank with the monthly and annual financial statements a AR Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretoB.
(c) Borrower shall allow Bank to audit Borrower’s Collateral at Borrower’s expense if an Event of Default has occurred and is continuing. The audit fee will be $750 per day.
(d) Borrower shall Upon Bank’s request, provide such additional statements a written report respecting any Financed Receivable, if payment of any Financed Receivable does not occur by its due date and information include the reasons for the delay.
(e) Provide Bank with, as any Bank may from time to time requestsoon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form reasonably acceptable to the Banks. Each Bank.
(f) Provide Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report, in form reasonably acceptable to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.Bank
Appears in 2 contracts
Sources: Ar Financing Loan Agreement (Netlogic Microsystems Inc), Ar Financing Loan Agreement (Netlogic Microsystems Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer (120except that monthly financial statements may omit substantially all footnotes that would normally be required to be included in GAAP financial statements); (ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than 15 days after the last day beginning of each fiscal quarter, year of Borrower shall deliver to each Bank a statement during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto, together with (i) aged listings by invoice date of accounts receivable and accounts payable and (ii) a Churn report.
(cb) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) As soon as possible and in any event within 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank (through any of its officers, employees, or agents) shall provide such additional statements and information as any Bank may have the right, upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Notwithstanding the above, until Borrower requests its initial Credit Extension, a Collateral Audit shall not be required under this Section 6.2(d). Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 2 contracts
Sources: Loan and Security Agreement (SendGrid, Inc.), Loan and Security Agreement (SendGrid, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall The Company will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar quartermonth, Borrower shall deliver to each Bank internally a Company prepared consolidated financial statements.
balance sheet and income statement covering Company’s consolidated operations during the period, in a form acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within no later than one hundred twenty (120) days after the end of BorrowerCompany’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with under GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such the financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty within ten (3010) days after the last day of each fiscal quarterfiling, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms Form 10-K and K, 10-Q and 8K filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary, which report shall include at a minimum Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000.00) or more; (v) prompt notice of any material change in the claimant, the amount composition of the claimIntellectual Property, the defendants named and the date including any subsequent ownership right of such claim. any Borrower agrees to cooperate in good faith with respect or to any additional Copyright, Patent or Trademark not shown in any intellectual property security agreement between any Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vi) previously prepared budgets, sales projections operating plans, and other financial information requested by any Bank with respect reasonably requests from time to such reports.
(b) time. Within thirty (30) days after the last day of each month, Borrower shall the Company will deliver to each Bank a consolidated Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) EXHIBIT C, and an aged listings of accounts receivable for each Borrower. Within thirty (30) days after the last day of each month, Borrower shall the Company will deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretoEXHIBIT D. Bank has the right to audit Borrowers’ Accounts at Borrowers’ expense at any time that Advances or Letters of Credit are outstanding, but the audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 2 contracts
Sources: Loan and Security Agreement (Blackboard Inc), Loan and Security Agreement (Blackboard Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall Borrowers will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but no later than 30 days after the last day of each month, company prepared consolidated and consolidating balance sheets, income statements and statements of cash flows covering Kanbay's consolidated operations during the period, in any event within one hundred twenty a form acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but no later than 90 days after the end of Borrower’s Kanbay's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such the financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm acceptable to Bank; (iii) within 5 days after any Members, Managers or Board of Directors meeting, copies of all materials, reports and packages submitted to the members, managers or directors; (iv) a prompt report of any legal actions pending or, to Borrower's knowledge, threatened against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of $100,000 or more; (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of any Borrower in or to any Copyright, Patent or Trademark or knowledge of an event that materially adversely affects the value of the Intellectual Property; (vi) budgets, booking/backlog reports, sales projections, operating plans or other financial information Bank reasonably requests; and (vii) as soon as available, but no later than 90 days after the end of Kanbay's fiscal year a company prepared balance sheet, income statement and statement of cash flows for each Foreign Borrower covering such Foreign Borrower's operations during the fiscal year, in a form reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statementscertified by a Responsible Officer.
(iiib) Within thirty (30) 20 days after the last day of each fiscal quartermonth during which any Credit Extension is outstanding, Borrower shall Borrowers will deliver to each Bank a statement Borrowing Base Certificate signed by a Responsible Officer in the form of Borrower’s Net Finance Receivable prepared Exhibit C, with aged listings of Kanbay Inc.'s accounts receivable and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periodsaccounts payable.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(vc) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall Borrowers will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.D.
(d) Borrower shall provide Within 90 days after the end of Kanbay's fiscal year, Borrowers will deliver to Bank with the audited financial statements, a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D and a CPA Management Letter to be requested by Kanbay.
(e) Bank has the right to audit Kanbay Inc.'s Accounts at Borrowers' expense, but the audits will be conducted no more often than twice every 12 months unless an Event of Default has occurred and is continuing. The first such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to audit will be conducted within 45 days after the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesinitial Credit Extension.
Appears in 2 contracts
Sources: Loan and Security Agreement (Kanbay International Inc), Loan and Security Agreement (Kanbay International Inc)
Financial Statements, Reports, Certificates. (a) Borrower Loan Parties shall deliver to Agent, with copies to each Bank Lender, each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
items set forth on Schedule 5.1 no later than the times specified therein. Parent shall (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
not change its fiscal year and (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end maintain a system of Borrower’s fiscal year, Borrower shall deliver accounting that enables Parent to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, produce financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after Not later than 1:00 p.m. on the last day Business Day of each monthcalendar week, Borrower the Borrowers shall deliver to Agent and each Bank Lender a Borrowing Base Certificate dated and signed report (each, a “Weekly Report”) setting forth the actual cash flows for the immediately preceding calendar week with respect to each line item in the Approved Budget; provided that each Weekly Report delivered during the week after a Test Date shall also set forth such cash flows for the Test Period most recently ended, together with the percentage, if any, by a Responsible Officer which such actual cash flows for each line item exceeded or were less than the cash flows set forth in substantially the form of Exhibit D hereto that provides the required information that is current within one dayApproved Budget for such Test Period.
(c) Within thirty (30) days after As soon as available and in any event not later than the last day Business Day of each monthcalendar week, Borrower shall deliver an update to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer Approved Budget then in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time requesteffect, in form reasonably acceptable and substance satisfactory to the Banks. Each Bank Required Lenders, for the subsequent 13-week period following such Business Day (it being understood that such update to the Approved Budget then in effect shall keep such information confidential contain no differences to the subsequent 12-week period from the Approved Budget then in effect); provided, however, that commencing with the last Business Day of the fourth full calendar week after the Closing Date and on every the last Business Day of the fourth calendar week thereafter, the Borrower may provide an update to the Approved Budget then in effect which is marked “Confidential” and reforecasts the subsequent 13-week period), which has not been disclosed to third parties, and proposed updated reforecasted budget (once approved by the Required Lenders) shall not disclose such information be deemed the Approved Budget then in effect; provided that no approval of the Required Lenders shall be required with respect to any department of such Bank which provides investment and stock brokerage servicesproposed update to the Approved Budget to the extent the previously approved line items therein remain unchanged for the same period set forth in the Approved Budget then in effect.
Appears in 2 contracts
Sources: Senior Secured Debtor in Possession Credit Agreement (Colt Finance Corp.), Credit Agreement (Colt Finance Corp.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty fifteen (3015) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 20052004, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks Bank from an independent certified public accounting firm reasonably acceptable to the BanksBank. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty fifteen (3015) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingspractice, and will be consistent with the information contained in Borrower’s public filings for the same periodsconducted by PriceWaterhouseCoopers, LLP, or such other accounting firm of national standing selected by Borrower as is acceptable to Bank.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day Promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that, which report shall include at a minimum in the claimantreasonable opinion of Borrower, the amount could result in damages or costs to Borrower or any Subsidiary of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsOne Hundred Thousand Dollars ($100,000) or more.
(b) Within thirty fifteen (3015) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty fifteen (3015) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the BanksBank. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 2 contracts
Sources: Loan and Security Agreement (Portfolio Recovery Associates Inc), Loan and Security Agreement (Portfolio Recovery Associates Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.Lender:
(i) As soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar Borrower’s fiscal quarter, Borrower shall deliver unaudited consolidated balance sheets, income statements and statements of cash flows covering each Loan Party and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, in a form reasonably acceptable to each Bank internally prepared consolidated financial statements.Lender, certified by a Responsible Officer and accompanied by an executed Compliance Certificate in the form attached hereto as Exhibit C; and
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements (including balance sheets, income statements and statements of cash flows) of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statementsLender.
(iiib) Within thirty At any time a Loan is outstanding hereunder (30) days after the last day of each fiscal quarterbut only if a Loan is outstanding), Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent Lender:
(i) commencing with the manner borrowing of the initial Loan (or if such initial Loan has been repaid prior to the borrowing of any Loan, the borrowing of such Loan thereafter), on the Thursday of the immediately succeeding calendar week following such borrowing and format employed in Borrower’s public filingson the first Thursday of every month thereafter, and will be consistent with a 13-Week Projection (it being agreed that if there are multiple borrowings outstanding at any time, the information contained in Borrower’s public filings for obligation to deliver the same periods.13-Week Projection shall commence from the earliest to occur of such borrowings);
(ivii) If applicablepromptly upon receipt of notice thereof, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower such Loan Party or any SubsidiarySubsidiary thereof that, which report shall include at if adversely resolved, could result in a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.Material Adverse Effect; and
(biii) Within thirty (30) days after such sales projections, operating plans or other financial information generally prepared by Borrower in the last day ordinary course of each month, Borrower shall deliver business as Lender may reasonably request from time to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one daytime.
(c) Within thirty As soon as available, but in any event not later than January 15 of each calendar year, each Loan Party’s financial and business projections and budget on a monthly basis for such year, with evidence of approval thereof by each Loan Party’s Board of Directors (30such Loan Party shall deliver Board of Directors approved revisions to such projections within fifteen (15) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretosuch approval thereof).
(d) Borrower shall provide such additional statements and information as any Bank may from time deliver notice to time request, in form reasonably acceptable to Lender promptly upon becoming aware of the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department occurrence or existence of such Bank which provides investment and stock brokerage servicesa Default or Event of Default hereunder.
Appears in 2 contracts
Sources: Loan Agreement (Contura Energy, Inc.), Loan Agreement (Contura Energy, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s and its Subsidiaries’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty fifty (120150) days after the end of BorrowerWPH’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement WPH and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) its Subsidiaries prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (unless such qualification is solely the result of a “going concern” related to insufficient access to capital and/or negative profits and Ex-Im grants a waiver allowing such statements to be qualified) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (v) if applicable, which report shall include at a minimum promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for the claimantimmediately following year, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the amount ordinary course of business as Bank may reasonably request from time to time; and (viii) within thirty (30) days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.
(a) Within 3 days after the last day of every 2-week period, Borrower shall deliver to Bank aged listings by invoice date of accounts receivable and accounts payable for such claim. Borrower agrees to cooperate period and a Borrowing Base Certificate for such period signed by a Responsible Officer in good faith with respect to any additional information requested by any Bank with respect to such reportssubstantially the form of Exhibit D hereto.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Bank agrees to coordinate the Bankstiming of such audits with Borrower to accommodate Borrower’s standard monthly closing procedures so long as no Event of Default has occurred and is continuing beyond any applicable cure period or waived by Bank. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Wind Power Holdings Inc), Loan and Security Agreement (Wind Power Holdings Inc)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank:
(a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP (subject to normal year-end adjustments and without all required footnotes), in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal yearyear (commencing with the fiscal year ending December 31, Borrower shall deliver to each Bank 2013), audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (except for a going concern comment or qualification related solely the need to raise additional equity capital due to Borrower not having sufficient cash to support 12 months of operations) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, which report shall include at a minimum the claimanteach management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate but in good faith with respect to any additional information requested by any Bank with respect to such reports.
event not later than forty-five (b) Within thirty (3045) days after the last day of each monthfiscal year, Borrower’s financial and business projections and budget for the immediately following fiscal year (with quarterly detail), with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower shall deliver in the ordinary course of business as Bank may reasonably request from time to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one daytime.
(b) [Reserved].
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(e) Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” and which has not been disclosed contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to third partiesBank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, and shall not disclose such information to any department the Compliance Certificate, each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Seres Health, Inc.), Loan and Security Agreement (Seres Health, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated and consolidating balance sheet, income statement and statement of cash flows covering Borrower’s operations during such period prepared in accordance with GAAP (except as set forth in the proviso below), in a form reasonably acceptable to Bank and certified by a Responsible Officer, provided, that prior to completion of Borrower’s initial audit, such monthly financials need not include consolidating statements and shall be prepared in accordance with accounting practices and principles consistent with prior statements and those used in the preparation of financial statements.
statements delivered to Bank prior to the Closing Date; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty fifty (120150) days after the end of Borrower’s each fiscal yearyear of Borrower (other than fiscal years 2007 and 2008), Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (including a balance sheetiii) as soon as available, an income statement but in any event, prior to June 30, 2009 (unless the Audit Extension Period has commenced), Borrower’s audited consolidated and a statement of retained earningsconsolidating financial statements for fiscal years 2007 and 2008, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements1) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingsBank, and will be consistent with (2) a schedule highlighting and explaining, in reasonable detail, differences and variances between such audited financial statements and the information contained in Borrower’s public filings for the same periods.
company prepared financial statements previously delivered to Bank; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened in writing against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; (viii) as soon as available, but in any event not later than January 31 of each year, Borrower’s financial and business projections and operating budget for the current fiscal year, in form and substance satisfactory to Bank, with evidence of approval thereof by Borrower’s Board of Directors; (ix) as soon as available, complete copies of all account statements for any deposit and securities accounts maintained outside of Bank covering any period during which report shall include at a minimum the claimant, the amount Advances are outstanding; (x) Borrower’s federal tax return for 2007 within thirty (30) days of filing; and (xi) within thirty (30) days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reportsthis Agreement.
(ba) Within thirty (30) days after the last day of each monthReporting Date, Borrower shall deliver to each Bank Bank, a Borrowing Base Compliance Certificate dated certified as of the last day of such month or quarter, as applicable, and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides C hereto, including supporting detail demonstrating covenant compliance.
(b) As soon as possible and in any event within three (3) calendar days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty (30) days after the last day of each month, Borrower Bank shall deliver to each Bank with the monthly financial statements have a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral (which shall be at Borrower’s expense only if conducted after the occurrence of an Event of Default), in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” and which has not been disclosed contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to third partiesBank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly or quarterly (as applicable) financial statements, the intellectual property report, and shall not disclose such information to any department the Compliance Certificate, each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Legalzoom Com Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver a company-prepared balance sheet, income statement, and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to each Bank internally prepared consolidated financial statements.
and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (except with respect to a going concern clause specifying the CPA prepared statementsneed for future equity financings) an opinion or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (iv) promptly upon receipt, which each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (v) as soon as available, but in any event not later than February 15 of each calendar year, Borrower’s financial and business projections and budget, presented in a month-by-month format, for such year, with written certification signed by a Responsible Officer of approval thereof by Borrower’s board of directors; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within the time periods prescribed by Section 6.8(b), a report shall include at a minimum the claimantsigned by Borrower, the amount in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of the claimany Patents, the defendants named Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Patents, Copyrights or Trademarks, including but not limited to any additional information requested by subsequent ownership right of Borrower in or to any Bank with respect Trademark, Patent or Copyright not previously identified to such reportsBank.
(b) Within thirty (30) days after the last day end of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by company-prepared report of Borrower’s recurring revenue for such month in a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayreasonably satisfactory to Bank.
(c) Within thirty (30) days after the last day end of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements deliver to Bank a duly completed Borrowing Base Certificate signed by a Responsible Officer on the Non-Formula Sublimit Maturity Date and within thirty (30) days after the end of each month with the monthly financial statements; Borrower may deliver to Bank on an electronic basis any certificates, reports or information as any Bank may from time required pursuant to time requestthis Section 6.2, in form reasonably acceptable to the Banks. Each and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days after submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (NTN Buzztime Inc), Loan and Security Agreement (NTN Buzztime Inc)
Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver to Bank: (a) as soon as available, but in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower shall deliver reasonably acceptable to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
revenue end expense statement covering Borrower's consolidated operations during such period. in form reasonably acceptable to Bank; (iic) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence Bank; (d) promptly upon receipt of an Event of Defaultnotice thereof, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of any material change in the claimant, the amount composition of the claimIntellectual Property Collateral, including, but not limited to, any subsequent ownership right of the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect or to any additional Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information requested by any that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as Bank with respect may reasonably request from time to such reports.
time. Within twenty (b) Within thirty (3020) days after the last day of each monthmonth in which any Credit Extensions are outstanding or requested, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
C hereto, together with aged --------- listings of accounts receivable. Within forty-five (c) Within thirty (3045) days after the last day of each monthquarter, Borrower shall deliver to each Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) Borrower . --------- Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower's Accounts at Borrower's expense, in form reasonably acceptable to provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing."
12. The Loan Agreement shall be amended by deleting the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.following financial covenant appearing as Section 6.12:
Appears in 2 contracts
Sources: Loan Modification Agreement (Seachange International Inc), Loan Modification Agreement (Seachange International Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Lenders: (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, chief executive officer, treasurer or chief financial statements.
officer (iieach, a “Responsible Officer”); (b) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified of a nationally recognized or qualified in a manner acceptable to the Banks from an other independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of DefaultLenders; and (c) as soon as available, but in any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
event within ninety (iii) Within thirty (3090) days after the last day end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lenders may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal quarteryear of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingsLenders (i) promptly upon becoming available, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders holders; and (ii) promptly upon receipt of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any material legal actions pending or threatened against Borrower or the commencement of any Subsidiaryaction, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. proceeding or governmental investigation involving Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information is commenced that is current within one dayreasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars ($250,000).
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 2 contracts
Sources: Venture Loan and Security Agreement (Inotek Pharmaceuticals Corp), Venture Loan and Security Agreement (Inotek Pharmaceuticals Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, cash flow statement and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank which is either unqualified or qualified only for going concern, so long as in the Banks. After case of the occurrence qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of an Event such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating such non consent to the qualified financial statements which meet the foregoing requirements established for consolidated statements.
or otherwise; (iii) Within thirty (30) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days after before the last day beginning of each fiscal quarterthe applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall deliver to each Bank a statement of provide the 2012 annual budget approved by Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingsBoard of Directors as soon as available but not later than March 1, and will be consistent with the information contained in Borrower’s public filings for the same periods.
2012; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(db) Borrower shall provide such additional statements As soon as possible and information as in any Bank may from time to time requestevent within three (3) Business days after becoming aware of the occurrence or existence of an Event of Default hereunder, in form reasonably acceptable to a written statement of a Responsible Officer setting forth details of the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiesEvent of Default, and shall not disclose such information the action which Borrower has taken or proposes to any department of such Bank which provides investment and stock brokerage servicestake with respect thereto.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enumeral Biomedical Holdings, Inc.), Loan Agreement (Enumeral Biomedical Holdings, Inc.)
Financial Statements, Reports, Certificates. Parent shall deliver the following to Bank:
(a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As as soon as available, but in any event within (y) thirty (30) days after the end of each calendar month, or (z) forty-five (45) days after the end of each fiscal quarter if Borrowers have consummated an initial public offering, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, and (ii) upon Bank’s request, as soon as available, but in any event within thirty (30) days after the end of each calendar fiscal quarter, Borrower shall deliver a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrowers’ consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to each Bank internally prepared consolidated financial statements.and certified by a Responsible Officer;
(iib) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one two hundred twenty ten (120210) days after the end of Borrower’s Borrowers’ fiscal year, Borrower shall deliver to each Bank beginning with Borrowers’ 2020 fiscal year, audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) Borrowers prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of DefaultBank; provided, any however, for Borrowers’ 2019 fiscal year, such financial statements must be delivered to Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.in final form by no later than June 30, 2021;
(iiic) Within thirty (30i) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by any Borrower to its security holders or to any holders of Subordinated Liabilities Debt; provided that such distribution is permitted by any subordination or intercreditor agreement in place with the holders of Subordinated Debt and (ii) if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.;
(vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against a Borrower or any SubsidiarySubsidiary which could reasonably be expected to result in damages or costs to such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more;
(e) as soon as available, which report shall include at a minimum but in any event within the claimantearlier of (x) thirty (30) days after approval by each Borrower’s board of directors, or (y) sixty (60) days after the amount end of each fiscal year of each Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the claimupcoming fiscal year of each Borrower, and (ii) annual financial projections for the defendants named following fiscal year as approved by each Borrower’s board of directors and by Bank in its sole but reasonable discretion, together with any related business forecasts used in the date preparation of such claim. annual financial projections; provided, however, that if Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to has not delivered such reports.
(b) Within annual operating budgets and financial projections within thirty (30) days after the last day end of each monthfiscal year of each Borrower, Bank may request and Borrower shall deliver to each Bank a Borrowing Base Certificate dated draft annual operating budgets and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.financial projections upon three (3) Business Days’ notice; and
(cf) Within thirty (30) days after the last day of each monthsuch budgets, Borrower sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Parent shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E C hereto.
(d) Borrower , together with aged listings of accounts receivable and accounts payable by invoice date, and an inventory turnover workbook. Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit each Borrower’s Accounts and appraise Collateral at Borrowers’ expense, in form reasonably acceptable to the Banks. Each Bank shall keep provided that such information confidential which audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 2 contracts
Sources: Loan and Security Agreement (ThredUp Inc.), Loan and Security Agreement (ThredUp Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement and statement of cash flows, prepared in accordance with GAAP, consistently applied, covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 150 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event no later than January 31 of each year, board approved annual financial projections (which report projections shall include at a minimum monthly balance sheets, monthly income statements and monthly cash flow statements and be in form reasonably acceptable to Bank) for the claimantthen current or next fiscal year of Borrower, the amount as applicable (any board approved changes to Borrower’s projections shall be reported to Bank within 30 days of the claim, the defendants named and the date of any such claim. approval), and such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower agrees in the ordinary course of business as Bank may reasonably request from time to cooperate time; and (vii) upon Bank’s request, within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in good faith with form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reportsthis Agreement.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto, together with aged listings by invoice date of accounts receivable and accounts payable.
(cb) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements statements, a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) Within 30 days after the last day of each month, Borrower shall deliver to Bank a customer bookings report, in form and substance acceptable to Bank, detailing such month’s customer bookings.
(d) As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(e) Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every 6 months (not including the initial audit) unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Bazaarvoice Inc)
Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver to Bank: (a) as soon as available, but in any event within forty-five (45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower shall deliver reasonably acceptable to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
revenue and expense statement covering Borrower's consolidated operations during such period, in form reasonably acceptable to Bank; (iic) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty ninety (12090) days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence Bank; (d) promptly upon receipt of an Event of Defaultnotice (thereof, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of any material change in the claimant, the amount composition of the claimIntellectual Property Collateral, including, but not limited to, any subsequent ownership right of the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect or to any additional Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information requested by any that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as Bank with respect may reasonably request from time to such reports.
time. Within twenty (b) Within thirty (3020) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
C hereto, --------- together with aged listings of accounts receivable. Within forty-five (c) Within thirty (3045) days after the last fast day of each monthquarter, Borrower shall deliver to each Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) Borrower . --------- Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing." and inserting in form reasonably acceptable to lieu thereof the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.following:
Appears in 2 contracts
Sources: Loan Modification Agreement (Seachange International Inc), Loan Modification Agreement (Seachange International Inc)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to within thirty (30) days after the last day of each Bank each month, aged listings of accounts receivable and all of the financial statementsaccounts payable, reports, certificates and other records referenced under this subsection together with a deferred revenue listing; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each quarter, a Borrower shall deliver to each Bank internally prepared consolidated and consolidating balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank; provided, however, that the filing of such financial statements.
(ii) Beginning statements with the fiscal year ending December 31, 2005, Securities and Exchange Commission through E▇▇▇▇ will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (d) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank; provided, however that the Banks. After the occurrence filing of such financial statements and opinion of an Event of Default, any Bank may request independent certified public accounting firm with the Securities and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Exchange Commission through E▇▇▇▇ will satisfy Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with delivery obligations hereunder upon notice to Bank of such filings; (e) unless complete copies of the manner and format employed in Borrower’s public filingsfollowing are not available on E▇▇▇▇, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
Debt; (vf) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more, which report shall include at a minimum or any commercial tort claim (as defined in the claimant, Code) acquired by Borrower; (g) within 30 days following the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day end of each month, copies of all bank statements with respect to all accounts of Borrower shall deliver or any Subsidiary maintained outside of Bank; and (h) such budgets, sales projections, operating plans, other financial information including information related to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form verification of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information Borrower’s Accounts as any Bank may reasonably request from time to time requesttime. For the avoidance of doubt, all information disclosed by Borrower, or any of its Subsidiaries, to Bank pursuant to this Section 6.3, shall be kept confidential by Bank in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesaccordance with Section 12.9.
Appears in 2 contracts
Sources: Loan and Security Agreement (Lightpath Technologies Inc), Loan and Security Agreement (Lightpath Technologies Inc)
Financial Statements, Reports, Certificates. Collateral Audits.
(a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating, as applicable, balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated andand consolidating, upon request of any Bank, internally prepared consolidatingas applicable, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern related solely to Borrower’s liquidity position, or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of DefaultBank; provided that, any Bank may request and for Borrower’s 2019 fiscal year, Borrower shall so need provide audited CPA only Borrower-prepared consolidating statements which meet the foregoing requirements established for consolidated financial statements.
; (iii) Within thirty (30) an annual budget approved by Borrower’s board of directors as soon as available but not later than 60 days after the last day beginning of each fiscal quarter, Borrower shall deliver to each Bank a statement year during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) periodic informal clinical updates on any material developments as Borrower may determine appropriate or upon the claimantrequest of Bank; and (viii) such budgets, the amount of the claimsales projections, the defendants named and the date of such claim. Borrower agrees operating plans, or other financial information related to cooperate in good faith with respect Borrower’s business as Bank may reasonably request from time to any additional information requested by any Bank with respect to such reportstime.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements described in Section 6.2(a)(i) above a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto.
(c) Within thirty (30) days As soon as possible and in any event within 3 Business Days after becoming aware of the last day occurrence or existence of each monthan Event of Default hereunder, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by written statement of a Responsible Officer in substantially setting forth details of the form Event of Exhibit E heretoDefault, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank (through any of its officers, employees, or agents) shall provide such additional statements and information as any Bank may have the right, upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 2 contracts
Sources: Loan and Security Agreement (Xilio Therapeutics, Inc.), Loan and Security Agreement (Xilio Therapeutics, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established is either unqualified or qualified for consolidated statements.
going concern due to Borrower’s projected need for additional financing; (iii) Within thirty (30) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than 45 days after the last day beginning of each fiscal quarter, year of Borrower shall deliver to each Bank a statement during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto, together with aged listings by invoice date of accounts receivable (if any) and accounts payable.
(b) As soon as possible and in any event within 3 Business Days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees, or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 2 contracts
Sources: Loan and Security Agreement (Marinus Pharmaceuticals Inc), Loan and Security Agreement (Marinus Pharmaceuticals Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement and statement of cash flows covering Borrower’s, Parent Guarantors’ and its Subsidiaries’ consolidated operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 120 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheetBorrower, an income statement Parent Guarantors and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) their Subsidiaries prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is (i) for Fiscal Year 2021 consistent with the opinion given in Borrower’s audited financial statements for its Fiscal Year 2020 and (ii) for Fiscal Year 2022 and thereafter, unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower an Obligor to its security holders or to any holders of Subordinated Liabilities Debt in their capacity as such and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened in writing against Borrower Borrower, any Parent Guarantor or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower, which report shall include at a minimum any Parent Guarantor or any Subsidiary of $250,000 or more; (v) promptly upon receipt, each management letter delivered to an Obligor by such Obligor’s independent certified public accounting firm regarding such Obligor’s management control systems; (vi) as soon as available, but in any event within 60 days after each fiscal year end, B▇▇▇▇▇▇▇’s financial and business projections and budget, by month, for such fiscal year, with evidence of approval thereof by B▇▇▇▇▇▇▇’s board of directors (as amended or revised from time to time by the claimantBorrower’s board of directors, the amount “Projections”); (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Obligors in the ordinary course of the claimbusiness as Bank may reasonably request from time to time; and (viii) within 30 days after each fiscal year end, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that an Obligor has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Obligors’ Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of an Obligor in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reportsthis Agreement.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto.
(cb) Within thirty (30) 30 days after the last day of each month, Borrower B▇▇▇▇▇▇▇ shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer.
(c) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer in substantially setting forth details of the form Event of Exhibit E heretoDefault, and the action which B▇▇▇▇▇▇▇ has taken or proposes to take with respect thereto.
(d) Promptly upon, and within any event within five Business Days after, becoming aware of the termination or non-renewal of any Material Contract. Borrower shall provide such additional statements may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If B▇▇▇▇▇▇▇ delivers this information electronically, it shall also deliver to Bank by U.S. mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Max International Inc), Loan and Security Agreement (Max International Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver Deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty no later than the earlier of (30A) five (5) days after filing with the Securities Exchange Commission or (B) fifty (50) days after the end of each calendar fiscal quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
the Borrower’s 10Q; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty no later than the earlier of (120A) five (5) days after filing with the Securities Exchange Commission or (B) ninety (90) days after the end of Borrower’s each fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request the Borrower’s 10K and an unqualified opinion of any Bank, internally prepared consolidating, the financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from by an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty as soon as available, but no later than five (305) days after filing with the last day Securities Exchange Commission, the Borrower’s 8K reports; (iv) within 45 days after the end of each fiscal quarteryear, Borrower annual financial projections (which shall deliver to each Bank include projected balance sheets, income statements and cash flow statements) for the following fiscal year (on a statement of quarterly basis) as approved by Borrower’s Net Finance Receivable prepared and presented board of directors, together with any related business forecasts used in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies preparation of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
such annual financial projections; (v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $1,000,000 or more; and (vi) budgets, sales projections, operating plans or other financial information Bank reasonably requests. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall include at a minimum the claimant, the amount provide paper copies to Bank of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested Compliance Certificates required by any Bank with respect to such reportsSection 6.2(d).
(b) Within 30 days after the last day of each month, Borrower will deliver to Bank a cash balance report detailing investment type and maturity dates.
(c) When the outstanding Obligations under Section 2.1 are equal to or greater than $3,000,000 for longer than 3 consecutive Business Days during any calendar month, within thirty (30) days after the last day of each such month, Borrower shall deliver to each Bank a duly completed Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form Officer, with aged listings of Exhibit D hereto that provides the required information that is current within one dayaccounts receivable and accounts payable (by invoice date).
(cd) Within thirty five (305) days after filing the 10Q and 10K, as applicable, with the Securities Exchange Commission or (B) fifty (50) days after the last day end of each monthfiscal quarter, Borrower shall deliver to each Bank with the monthly quarterly financial statements statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in substantially the form of Exhibit E heretothis Agreement.
(de) Borrower The initial field examination shall provide such additional statements be completed within 60 days of the Effective Date. Thereafter, allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and information as any Bank may from time to time request, in form reasonably acceptable to the Banksis continuing. Each Bank shall keep notify Borrower when such information confidential which is marked “Confidential” expenses reach $2,500 and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage serviceseach multiple thereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Rae Systems Inc), Loan and Security Agreement (Rae Systems Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver or cause to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time be delivered to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally commencing with the calendar month ending May 31, 2012, a company prepared consolidated financial statements.
and consolidating balance sheet, income statement and statement of cash flows covering Borrower’s and its consolidated Subsidiaries’ and Silverback Enterprise’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty fifty (120150) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA company prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied; (including a balance sheetiii) as soon as available, an income statement and a statement but in any event within one hundred fifty (150) days after the end of retained earningsSilverback Enterprise’s fiscal year, each with the related notes and changes in the audited consolidated financial position for such year and setting forth in comparative form the figures for the prior year) statements of Silverback Enterprise prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiiv) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower, any Subsidiary or any Guarantor that could result in damages or costs to Borrower, any Subsidiary or any Guarantor of One Hundred Thousand Dollars ($100,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) as soon as available, but in any event not later than December 31 of each year, Silverback Enterprise’s financial and business projections and budget for the immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback Enterprise’s board of directors; (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (ix) within thirty (30) days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.
(va) Within thirty (30) days after the last day of each fiscal quartermonth, Borrower shall deliver to each Bank a report aged listings by invoice date of any legal actions pending or threatened against Borrower or any Subsidiaryaccounts receivable and accounts payable, which report shall include at be certified by a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsResponsible Officer.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto.
(c) Within thirty three (303) days Business Days after becoming aware of the last day occurrence or existence of each monthan Event of Default hereunder, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by written statement of a Responsible Officer in substantially setting forth details of the form Event of Exhibit E heretoDefault, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Upland Software, Inc.), Loan and Security Agreement (Upland Software, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty forty five (3045) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower's operations during such period, together with Forms 10-Q filed with the Securities and Exchange Commission, each in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty ninety (12090) days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of DefaultBank, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent together with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viii) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Million Dollars ($1,000,000) or more; (iv) promptly upon receipt, each management letter prepared by Borrower's independent certified public accounting firm regarding Borrower's management control systems; and (v) as soon as possible, and in any event not later than 30 days after the end of each fiscal year of Borrower, Borrower's annual budget, sales projections, and operating plans for the current fiscal year, which report budget, projections and plans shall include at be in a minimum form reasonably acceptable to Bank and any other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) So long as there are any outstandings under the Revolving Line, within 25 days after the last day of each monthcalendar quarter, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto, together with aged listings by invoice date of domestic accounts receivable and accounts payable, listings of all Bank approved domestic standby letters of credit and the required information that is current Borrower's domestic cash position as of such month's end and (ii) within one day.
(c) Within thirty (30) 25 days after the last day of each monthcalendar quarter thereafter, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer (including the Borrower's domestic cash position and consolidated cash position as of such month's end) in substantially the form of Exhibit E hereto.
(db) As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) At any time that the aggregate amount of Advances (including both U.S. Dollar Advances and Alternative Currency Advances) outstanding under the Revolving Line exceeds $7,500,00, Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, in form reasonably acceptable provided that such audits will be conducted no more often than every 6 months, unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.”
5. The last sentence of Section 6.3 is marked amended and restated to read in its entirety as follows: “Confidential” Borrower shall promptly notify Bank of all returns and which has not been disclosed recoveries and of all disputes and claims involving more than $2,500,000.”
6. Section 6.6 of the Agreement is amended and restated to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.read in its entirety as follows:
Appears in 2 contracts
Sources: Loan and Security Agreement (Nanometrics Inc), Loan and Security Agreement (Nanometrics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and, if prepared, consolidating balance sheet and income statement covering Borrower’s operations during such period, certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal yearyear (beginning fiscal year 2013), Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification for liquidity) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened in writing against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (v) promptly upon receipt, which report each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 30 of each calendar year, Borrower’s financial and business projections and budget for that year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time.
(a) Within twenty-five (25) days after the last day of each month, Borrower shall include at deliver to Bank a minimum Borrowing Base Certificate signed by a Responsible Officer in substantially the claimantform of Exhibit D hereto, the amount of the claim, the defendants named and the together with aged listings by invoice date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsaccounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) As soon as possible and in any event within three (30) Business Days becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Nutanix, Inc.), Loan and Security Agreement (Nutanix, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including prepared by a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared United States certified public accounting firm in accordance with United States GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 31 days after the last day beginning of each fiscal quarter, year of Borrower shall deliver to each Bank a statement during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) As soon as possible and in any event within 3 calendar days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees, or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 2 contracts
Sources: Loan and Security Agreement (SteadyMed Ltd.), Loan and Security Agreement (SteadyMed Ltd.)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (iib) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiic) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (e) at least 30 days before the beginning of each fiscal year, which report shall include at a minimum Borrower-prepared operating budget; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. At any time that an Advance is outstanding or that the claimantGrowth Capital Advances are amortizing, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) within 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day C hereto, together with aged listings of each month, accounts receivable and accounts payable. Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) Borrower . Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable to the Banks. Each Bank shall keep provided that such information confidential which audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 2 contracts
Sources: Loan and Security Agreement (Singulex Inc), Loan and Security Agreement (Singulex Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (12020) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s fiscal operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer and a report of orders and backlogs; (ii) as soon as available, but in any event no later than August 31 of each year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time, including, as soon as available, but any event no later than forty five (45) days prior to the claimantend of Borrower’s fiscal year, the amount annual financial projections approved by Borrower’s board of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsdirectors.
(ba) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides C hereto, together with aged listings by invoice date of accounts receivable and accounts payable; provided however if the required information that outstanding amount of Advances is current within one daygreater than Two Million Five Hundred Thousand Dollars ($2,500,000), the Borrowing Base Certificate and aged listings by invoice date of accounts receivable and accounts payable shall be delivered no later than the fifteenth (15th) and thirtieth (30th) days of each month.
(cb) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Vocera Communications, Inc.), Loan and Security Agreement (Vocera Communications, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver unaudited consolidated balance sheet, income statement, statement of cash flows, prepared in accordance with GAAP (except for the absence of footnotes and subject to each year-end adjustments) accompanied by a report detailing any material contingencies and detailing returns of Borrower’s products or services during such period, in a form reasonably acceptable to Bank internally prepared consolidated financial statements.
and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by Borrower’s board of directors) consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified or qualified only for going concern so long as Borrower’s investors commit to provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
; (iii) Within thirty within five (305) business days of approval thereof, but in any event no later than sixty (60) days after following the last day end of each fiscal quarteryear, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared an annual budget and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
business plan; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $500,000 or more; (vi) promptly upon receipt, which report shall include at a minimum the claimanteach management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) promptly following any such change, the amount notice that Borrower has changed its practice of recognizing revenue from product sales as of the claimshipment date; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the defendants named and the date ordinary course of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) days after Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto, together with (i) detailed aged listings by invoice date of accounts receivable and accounts payable and (ii) a Net Revenue Report, each in form and substance reasonably satisfactory to Bank.
(b) Promptly and in any event within five (5) Business Days after becoming aware of the required information that is current within one dayoccurrence and continuance of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.
(d) Within thirty (30) days after the last day end of each month, Borrower shall deliver to each Bank with a Borrowing Base Certificate calculated as of the monthly financial statements a Compliance Certificate last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) . Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall provide such additional statements include a submission date on any certificates and information as any Bank may from time reports to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 2 contracts
Sources: Loan and Security Agreement (Casper Sleep Inc.), Loan and Security Agreement (Casper Sleep Inc.)
Financial Statements, Reports, Certificates. (a) Borrower Borrowers shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 30 days after the end of Borrower’s each calendar month, a company prepared consolidated and consolidating balance sheet, income statement and statement of cash flows covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within 180 days after the end of Borrowers’ fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) Borrowers prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrowers’ investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day company prepared annual budget as soon as available but not later than January 31 of each fiscal quartercalendar year during the term hereof and the annual budget approved by Borrowers’ Board of Directors, Borrower which shall deliver to not materially deviate from such company prepared annual budget, as soon as available but not later than February 28 of each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with calendar year during the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
term hereof; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against a Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at each management letter prepared by a minimum Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower Parent shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) As soon as possible and in any event within 3 calendar days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrowers have taken or propose to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring each Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect each Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrowers’ expense in form reasonably acceptable order to verify such Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Parent may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such information confidential which is marked “Confidential” be entitled to rely on the intimation contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Parent shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Obalon Therapeutics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within (x) thirty (30) days after the end of each calendar month, and (y) forty-five (45) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
(and, if and when Borrower creates or acquires any Subsidiaries, consolidating) balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated (and, upon request of if and when Borrower creates or acquires any BankSubsidiaries, internally prepared consolidating, ) financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (or qualified only based upon a lack of twelve (12) months’ cash) or otherwise consented to in writing by Bank on such financial statements that is unqualified of PriceWaterhouse Coopers or qualified in a manner acceptable to the Banks from an such other independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt in final form, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) Immediately upon becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty (30) days after the last day of each month, Borrower Bank shall deliver to each Bank with the monthly financial statements have a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” and which has not been disclosed contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to third partiesBank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, and shall not disclose such information to any department the Compliance Certificate, each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 2 contracts
Sources: Loan and Security Agreement (diaDexus, Inc.), Loan and Security Agreement (diaDexus, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, cash flow statement and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank which is either unqualified or qualified only for going concern, so long as in the Banks. After case of the occurrence qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of an Event such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of Defaultsuch non consent to the qualified financial statements or otherwise; provided however, any that the audited consolidated and consolidating financial statements of Borrower for fiscal years 2011 and 2012 shall be delivered to Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
on or before July 1, 2013, (iii) Within thirty (30) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days after before the last day beginning of each fiscal quarterthe applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall deliver to each Bank a statement of provide the 2012 annual budget approved by Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingsBoard of Directors as soon as available but not later than March 1, and will be consistent with the information contained in Borrower’s public filings for the same periods.
2012; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information business as any Bank may reasonably request from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicestime.
Appears in 2 contracts
Sources: Loan and Security Agreement (Enumeral Biomedical Holdings, Inc.), Loan Agreement (Enumeral Biomedical Holdings, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Three Hundred Thousand Dollars ($300,000) or more; (v) promptly upon receipt, which report shall include at a minimum the claimanteach management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, the amount of the claimbut in any event no later than March 15, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith 2011 with respect to any additional 2011 and January 31 of each year for each subsequent year, an annual business plan (including operating budget) approved by Borrower’s board of directors and (vii) such other budgets, sales projections, operating plans or other financial information requested as Bank may reasonably request from time to time.
(a) Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by any Bank a Responsible Officer in substantially the form of Exhibit C hereto, together with respect to such reportsaged listings by invoice date of accounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements, a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto.
(c) Within thirty As soon as possible and in any event within three (303) calendar days after becoming aware of the last day occurrence or existence of each monthan Event of Default hereunder, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by written statement of a Responsible Officer in substantially setting forth details of the form Event of Exhibit E heretoDefault, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense (not to exceed $3,500 per audit), in form reasonably acceptable provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Sources: Loan and Security Agreement (Complete Genomics Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty twenty-five (3025) days after the end last day of each calendar quarterReporting Period, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period prepared in accordance with GAAP, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank (it being agreed that as of the Banks. After the occurrence of an Event of DefaultClosing Date, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements Ernst & Young LLP is acceptable to Bank) which meet the foregoing requirements established for consolidated statements.
opinion is either unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed or required to be filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (v) promptly upon receipt, which report shall include at a minimum the claimanteach management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate but in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within event not later than thirty (30) days after the last day of each monthfiscal year, Borrower’s financial and business projections and budget for the immediately following year (with monthly and quarterly detail), with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information of Borrower as Bank may reasonably request from time to time.
(b) Within twenty-five (25) days after the last day of each Reporting Period, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto, together with (i) aged listings by invoice date of accounts receivable and accounts payable, and (ii) detailed schedules supporting the required information that is current within one daycalculations of Applicable Bookings, the Subscription Renewal Rate and the Advance Rate.
(c) Within thirty twenty-five (3025) days after the last day of each monthReporting Period, Borrower shall deliver to each Bank with the monthly financial statements required under Section 6.2(a)(i) a Compliance Certificate certified as of the last day of the applicable Reporting Period and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower shall provide such additional statements and information as any Bank may from time has taken or proposes to time request, in form reasonably acceptable to the Banks. Each take with respect thereto.
(e) Bank shall keep such have the inspection, audit, appraisal and other rights set forth in Section 4.3. Borrower may deliver to Bank on an electronic basis any certificates, reports or information confidential which is marked “Confidential” and which has not been disclosed required pursuant to third partiesthis Section 6.2, and Bank shall not disclose such be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to any department Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of such Bank which provides investment submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and stock brokerage servicesthe Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Deliver to Administrative Agent: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 30 days after the end of each month during each of Borrower’s 's fiscal yearyears, Borrower shall deliver to a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 90 days after the end of each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidatingBorrower's fiscal years, financial statements of Borrower (including a balance sheetfor each such fiscal year, an income statement audited by independent certified public accountants reasonably acceptable to Administrative Agent and a statement of retained earningscertified, each with the related notes and changes in the financial position for without any qualifications, by such year and setting forth in comparative form the figures for the prior year) accountants to have been prepared in accordance with GAAP, consistently applied, together with (with respect a certificate of such accountants addressed to Administrative Agent stating that such accountants do not have knowledge of the CPA prepared statements) an opinion on such financial statements that is unqualified existence of any Default or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default. Such audited financial statements shall include a balance sheet, any Bank may request profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower shall so provide audited CPA prepared consolidating is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarterreferred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Borrower also shall deliver to each Bank a statement of Administrative Agent Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings's Form 10-Q Quarterly Reports, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission.
(v) Within thirty (30) days after , as soon as the last day same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Administrative Agent relating to the financial condition of each fiscal quarterBorrower. Each month, together with the financial statements provided pursuant to SECTION 6.3(a), Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements Administrative Agent a Compliance Certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to Administrative Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a Responsible Officer financial covenant in substantially SECTION 7.20 is to be tested, Borrower is in compliance at the form end of Exhibit E hereto.
such period with the applicable financial covenants contained in SECTION 7.20 (dand demonstrating such compliance in reasonable detail), and (iv) on the date of delivery of such certificate to Administrative Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall, upon Administrative Agent's prior written request, issue written instructions to its independent certified public accountants authorizing them to communicate with Administrative Agent and to release to Administrative Agent whatever financial information concerning Borrower that Administrative Agent may request. Upon Administrative Agent's prior written request, Borrower shall provide such additional statements authorize and information as any Bank may from time direct all auditors, accountants, or other third parties to time requestdeliver to Administrative Agent, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiesat Borrower's expense, copies of Borrower's financial statements, papers related thereto, and shall not other accounting records of any nature in their possession, and to disclose such to Administrative Agent any information to any department of such Bank which provides investment they may have regarding Borrower's business affairs and stock brokerage servicesfinancial conditions.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Lender: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Lender; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion or otherwise consented to in writing by Lender on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Lender; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its their security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against the Borrower or any Subsidiaryof its Subsidiaries that could result in damages or costs to the Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by the claimantBorrower’s independent certified public accounting firm regarding the Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 15 of each calendar year, the amount Borrower’s financial and business projections and budget for such calendar year, with evidence of approval thereof by the claim, the defendants named and the date Borrower’s Board of such claim. Borrower agrees Directors (copies of any Board of Directors approved revisions to cooperate in good faith with respect projections shall be delivered to any additional information requested by any Bank with respect to such reports.
(b) Within Lender within thirty (30) days after of such approval); (vii) on or before the last day 7th Business Day of each calendar month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially report as of the form end of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each immediately preceding month, Borrower shall deliver to each Bank with the monthly and (viii) such other budgets, sales projections, operating plans or other financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank Lender may reasonably request from time to time requesttime. Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, in form reasonably acceptable to a written statement of the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiesBorrower setting forth details of the Event of Default, and shall not disclose such information the action which the Borrower has taken or proposes to any department of such Bank which provides investment and stock brokerage servicestake with respect thereto.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to with each Bank each Advance Request, and all within 15 days of the financial statementslast day of each month that Advances are outstanding, reportsa Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, certificates together with aged listings of accounts receivable and other records referenced under this subsection accounts payable, and an Inventory listing; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, available but in any event within thirty (30) days after the end of the first two calendar months of each calendar quarter, Borrower shall deliver to each Bank internally a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the lack of footnotes and the fact that such company prepared financial statements.
statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) Beginning as soon as available but in any event within forty five (45) days after the end of the third calendar month of each calendar quarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the fiscal lack of footnotes and the fact that such company prepared financial statements will be subject to normal year ending December 31end adjustments), 2005consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (d) as soon as available, but in any event within one hundred twenty ninety five (12095) days after the end of Borrower’s fiscal yearyear (beginning with fiscal year ended December 31, Borrower shall deliver to each Bank 2012), audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified of the Borrower's current certified public accounting firm or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of DefaultBank; (d) as soon as available, but in any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
event no later than fifteen (iii) Within thirty (3015) days after prior to the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement beginning of Borrower’s Net Finance Receivable prepared next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings monthly format) for the same periods.
upcoming fiscal year, in form and substance reasonably satisfactory to Bank; (ive) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
, provided, that a statement, report or notice filed by the Borrower with the U.S. Securities and Exchange Commission ▇▇▇▇▇ filing system will be deemed to have been delivered to the Bank for the purposes of this Agreement; (vf) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (g) such budgets, which report shall include at a minimum the claimantsales projections, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly operating plans or other financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may reasonably request from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicestime.
Appears in 1 contract
Sources: Loan and Security Modification Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but no later than 30 days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period, in any event within one hundred twenty a form acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but no later than 120 days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with under GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such the financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) within 5 days after the last day of each fiscal quarterfiling, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (v) prompt notice of any material change in the claimant, the amount composition of the claimIntellectual Property, the defendants named and the date including any subsequent ownership right of such claim. Borrower agrees to cooperate in good faith with respect or to any additional Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property; and (vi) budgets, sales projections, operating plans or other financial information requested by any Bank with respect to such reportsrequests.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayD, with aged listings of accounts receivable and accounts payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.D.
(d) Borrower shall provide such additional statements Allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits will be conducted no more often than once every 12 months unless an Event of Default has occurred and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver a company-prepared balance sheet, income statement, and cash flow statement covering Borrower’s operations during such period, in a form reasonably acceptable to each Bank internally prepared consolidated financial statements.
and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (except with respect to a going concern clause specifying the CPA prepared statementsneed for future equity financings) an opinion or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (iv) promptly upon receipt, which each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (v) as soon as available, but in any event not later than February 15 of each calendar year, Borrower’s financial and business projections and budget, presented in a month-by-month format, for such year, with written certification signed by a Responsible Officer of approval thereof by Borrower’s board of directors; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (vii) within the time periods prescribed by Section 6.8(b), a report shall include at a minimum the claimantsigned by Borrower, the amount in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of the claimany Patents, the defendants named Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Patents, Copyrights or Trademarks, including but not limited to any additional information requested by subsequent ownership right of Borrower in or to any Bank with respect Trademark, Patent or Copyright not previously identified to such reportsBank.
(b) Within thirty (30) days after the last day end of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by company-prepared report of Borrower’s recurring revenue for such month in a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayreasonably satisfactory to Bank.
(c) Within thirty (30) days after the last day end of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) . Borrower shall provide such additional statements may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days after submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank: (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty twenty-five (12025) days after the end of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within ninety (90) days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence Bank; (c) promptly upon receipt of an Event of Defaultnotice thereof, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (d) such budgets, which report shall include at a minimum the claimantsales projections, the amount of the claim, the defendants named and the date of such claimoperating plans or other financial information as Bank may reasonably request from time to time. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
Within fifteen (b) Within thirty (3015) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
EXHIBIT C hereto, together with aged listings of accounts receivable. Within twenty-five (c) Within thirty (3025) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E EXHIBIT D hereto.
(d) Borrower . Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower's Accounts at Borrower's expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing; provided however, should the first audit of Borrower's Accounts be satisfactory to the Banks. Each Bank shall keep Bank, as determined in the sole discretion of the Bank, such information confidential which audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Sources: Loan and Security Agreement (Bluestone Software Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event within 30 days from the claimantbeginning of each fiscal year, Borrower’s annual financial and business projections and operating budget for such year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) Promptly upon becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty (30) days after the last day of each month, Borrower Bank shall deliver to each Bank with the monthly financial statements have a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Sources: Loan and Security Agreement (Regado Biosciences Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Administrative Agent: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company-prepared consolidated financial statements.
and consolidating balance sheet and income statement, including a net worth reconciliation report and an accounting for maintenance of minimum, state-mandated capital requirements (when required), all in a form reasonably acceptable to Administrative Agent and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty thirty (12030) days after the end of each calendar quarter a consolidated statement of cash flows covering Borrower’s operations during such period, including copies of account statements for any Cash not held by Administrative Agent, all in a form reasonably acceptable to Administrative Agent and certified by a Responsible Officer; (iii) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified, qualified only for going concern as a result of the maturity of Loans hereunder, or otherwise consented to in writing by Administrative Agent on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
Administrative Agent; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
Debt; (v) Within promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Administrative Agent may reasonably request from time to time, (vii) as soon as available, but in any event no later than the earlier of (A) thirty (30) days after following the last day approval by Borrower’s Board of Directors or (B) February 15 of each fiscal quarteryear of Borrower, a Board-approved, fully funded operating plan of Borrower shall deliver to each Bank a report for the then-current fiscal year of any legal actions pending or threatened against Borrower or any SubsidiaryBorrower, which report shall include at a minimum include, without limitation, monthly balance sheet, cash flow, and profit and loss projections, produced by Borrower for such fiscal year. Any financial statements or reports that are filed by Borrower on the claimant, the amount ▇▇▇▇▇ System of the claim, Securities and Exchange Commission shall be deemed delivered to the defendants named and the date of Administrative Agent upon such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsfiling.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank Administrative Agent a (i) Borrowing Base Certificate dated calculated as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit C hereto; (ii) a report of twelve (12)-month average combined claims ratios and signed by a Responsible Officer; and (iii) a Compliance Certificate (which shall certify compliance with the covenants herein and all of the state governing body rules and regulations) certified as of the last day of the applicable quarter and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto.
(c) Within forty-five (45) days after the last day of each calendar quarter, Trupanion shall deliver to Administrative Agent (i) copies of all quarterly statements as required by each state in which Borrower and its Subsidiaries conduct business which are submitted by Trupanion to the National Association of Insurance Commissioners and (ii) a report of twelve (12)-month average claims ratios by state signed by a Responsible Officer.
(d) Within sixty (60) days after the last day of each calendar year, Trupanion shall deliver to Administrative Agent copies of all annual statements submitted to the National Association of Insurance Commissioners as required by each state in which Borrower and its Subsidiaries conduct business.
(e) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(f) As soon as possible and in any event within three (3) calendar days after becoming aware of Borrower having a twelve (12)-month average combined Claims Ratio that falls in a variance that is ten percent (10%) or more higher than the ratios in Borrower’s business plan which that was submitted to Administrative Agent in writing, a written statement of a Responsible Officer presenting a plan to rectify such variance, such plan to be reasonably acceptable to Administrative Agent.
(g) Administrative Agent (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense (not to exceed $20,000 per year unless an Event of Default has occurred and is continuing) in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.
(h) Within five (5) days after the last day of each month, Trupanion shall deliver to Administrative Agent a report of all Cash held by APIC.
(i) Within thirty (30) days after the last day of each monthcalendar quarter, Borrower Trupanion shall deliver to Administrative Agent a report setting forth the status of all requests for rate increases, including those for which are pending and those which Borrower expects to submit within the next thirty (30) days.
(j) Borrower shall at all times keep Borrower’s Books at its headquarters or at a location disclosed to the Administrative Agent and at which Administrative Agent has received a satisfactory landlord’s waiver for each Bank with such domestic location where Borrower maintains Collateral having an aggregate book value in excess of Five Hundred Thousand Dollars ($500,000). Borrower may deliver to Administrative Agent on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Administrative Agent shall be entitled to rely on the monthly financial statements a Compliance Certificate signed information contained in the electronic files, provided that Administrative Agent in good faith believes that the files were delivered by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Officer. Borrower shall provide such additional statements include a submission date on any certificates and information as any Bank may from time reports to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement, if any) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect an opinion, which is either unqualified or qualified only for going concern due to the CPA prepared statements) an opinion a projected inability to finance future operations, on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day an annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 31 of each fiscal quarter, year of Borrower shall deliver to each Bank a statement during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $1,000,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (viii) promptly upon request by Bank (which report in any event shall include at a minimum the claimant, the amount be delivered within 3 Business Days) such updates on regulatory and litigation matters as Bank may reasonably request from time to time; and (ix) within 30 days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reportsthis Agreement.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements (i) a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto, (ii) aged listings by invoice date of accounts receivable and accounts payable, if any and (iii) a cohort report, each in form and substance satisfactory to Bank.
(b) As soon as possible and in any event within 3 Business Days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, Borrower shall deliver to Bank a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees, or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 1 contract
Sources: Loan and Security Agreement (Diamond Eagle Acquisition Corp. \ DE)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty twenty (3020) days after the end of each calendar fiscal month, other than the last fiscal month in each fiscal quarter, the timing for which shall coincide with Borrower’s delivery of the Compliance Certificate, Borrower shall deliver to each Bank internally an unaudited consolidated balance sheet and a statement of income, retained earnings, and cash flow prepared in accordance with GAAP on a basis consistent with Borrower’s quarterly consolidated financial statements, but excluding notes thereto, covering Borrower’s consolidated operations during such period, in a form reasonably acceptable to Bank and certified by the chief financial officer of Borrower or such other officer approved by Bank.
(ii) As soon as available, but in any event within twenty (20) days after the end of each fiscal month, (i) a monthly variance report supplementing the monthly income statement required to be submitted, showing deviations from management’s most recent financial plan, and (ii) monthly sales forecast, pipeline and backlog reports prepared under normal course of operations.
(iii) Beginning with the fiscal year ending December 31July 2, 20052004, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks Bank from an independent certified public accounting firm reasonably acceptable to Bank, together with (A) a certificate of the Banks. After chief financial officer of Borrower, or other officer approved by Bank, stating that no default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the occurrence nature thereof and the action that Borrower has taken and proposes to take with respect thereto, (B) in the event of an Event any change from GAAP in the generally accepted accounting principles used in the preparation of Defaultsuch financial statements, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared reconciliation conforming such financial statements to GAAP and presented in a manner and format consistent with past practice and consistent with (C) notes to the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periodsconsolidated financial statements.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Promptly upon receipt of notice thereof, Borrower shall deliver to Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more.
(vi) Borrower shall deliver to Bank such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time.
(vii) Within thirty twenty (3020) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any legal actions pending Patents, Copyrights or threatened against Trademarks and the status of any outstanding applications or registrations, as well as any change in Borrower’s Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any SubsidiaryTrademark, Patent or Copyright not specified in Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.
(viii) Upon the reasonable request by Bank, which report shall include at not be unreasonably denied, Borrower shall deliver to Bank copies of written communications from, to or of Borrower’s board of directors or, if there is no written record, a minimum the claimant, the amount of the claim, the defendants named and the date written summary of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportscommunications.
(b) Within thirty On or before the twentieth (3020th) days after the last calendar day of each fiscal month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer (acceptable to the Bank) in substantially the form of Exhibit D hereto (or such other form as shall be reasonably required by the Bank) that provides the required information that is current within one dayas of the prior month end, together with a report showing the aged listings of accounts receivable and accounts payable as of the prior month end.
(c) Within thirty On or before the twentieth (3020th) days after the last calendar day of each fiscal month, Borrower shall deliver to each Bank with for the monthly financial statements last fiscal month a Compliance Certificate signed by a Responsible Officer (acceptable to the Bank) in substantially the form of Exhibit E hereto.
(d) On or prior to the beginning of each fiscal year of Borrower, Borrower shall provide such additional statements deliver to Bank a detailed annual budget.
(e) Borrower shall permit Bank directly and information as any through another person on Bank’s behalf and Bank may shall have a right from time to time requesthereafter, in form reasonably acceptable directly and through another person on Bank’s behalf, to the Banks. Each audit Borrower’s Accounts and appraise Collateral at Borrower’s expense; provided, however, that if there has been no Event of Default by Borrower Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesmy exercise this right no more than once per year.
Appears in 1 contract
Sources: Loan Agreement (Verilink Corp)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within no later than thirty (30) days after the last day of each fiscal quartermonth, Borrower shall deliver to each Bank a company prepared consolidated balance sheet and income statement of covering Borrower’s Net Finance Receivable prepared consolidated operations during the period certified by a Responsible Officer and presented in a manner form acceptable to Bank; (ii) as soon as available, but no later than one hundred and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
twenty (iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30120) days after the last day of each Borrower’s fiscal quarteryear, Borrower shall deliver audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to each Bank Bank; (iii) a prompt report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (iv) budgets, which report shall include at a minimum sales projections, operating plans or other financial information Bank reasonably requests; (v) prompt notice of any event that materially adversely affects the claimant, the amount value of the claimIntellectual Property, the defendants named taken as a whole; and the date (vi) as soon as available, but no later than once each year, prompt notice of such claim. Borrower agrees any material revisions to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsBorrower’s business plan or financial projections.
(b) Within thirty (30) days after the last day of each month, Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayC, with aged listings of accounts receivable.
(c) Within thirty (30) days after the last day of each month, Borrower shall will deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.D.
(d) Borrower shall provide such additional statements will allow Bank to audit Borrower’s Accounts at Borrower’s expense. Such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. Provide Lender with the following:
(a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 90 days after following the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheetthe Loan Parties and their Subsidiaries as at the end of such fiscal year and the related, an income statement shareholders’ equity and a statement of retained earnings, each with the related notes and changes in the financial position cash flows for such year and fiscal year, setting forth in each case in comparative form the figures for the prior previous fiscal year) , prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an audited and accompanied by a report and opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an of independent certified public accounting firm accountants of nationally recognized standing reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiaryLender, which report and opinion shall include at a minimum be prepared in accordance with generally accepted auditing standards (and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the claimant, the amount of the claim, the defendants named and the date scope of such claim. audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Borrower agrees to cooperate and its Subsidiaries on a consolidated basis in good faith accordance with respect to any additional information requested by any Bank with respect to such reports.GAAP consistently applied;
(b) Within thirty (30) as soon as available, but in any event within 45 days after following the last day end of each monthfiscal quarter of Borrower, Borrower shall deliver to a company prepared consolidated balance sheet, income statement, cash flow statement, shareholders’ equity and recurring revenue report of the Loan Parties and their Subsidiaries as at the end of such fiscal quarter and for the portion of Borrower’s fiscal year then ended, in each Bank a Borrowing Base Certificate dated case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and signed the corresponding portion of the previous fiscal year, prepared in accordance with GAAP, consistently applied, certified by a Responsible Officer of Borrower (as fairly presenting in substantially all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, consistently applied) and in a form of Exhibit D hereto that provides the required information that is current within one day.reasonably acceptable to Lender;
(c) Within thirty (30) within 45 days after following the last day end of each monthfiscal quarter of Borrower, Borrower shall deliver to each Bank with the monthly financial statements a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, certifying that as of the end of such applicable period, the Loan Parties were in substantially full compliance with all of the form terms and conditions of Exhibit E hereto.this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Lender may reasonably request;
(d) on or before 5:00 p.m. Central time on Thursday of each week, a duly completed Borrowing Base Certificate reflecting the information required thereby and prepared as of the end of the immediately preceding Business Day, certified by a Financial Officer of Borrower;
(e) upon the earlier of (i) three (3) Business Days after approval by B▇▇▇▇▇▇▇’s board of directors (or other equivalent governing body of Borrower) or (ii) April 1 of each year, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial projections for such fiscal year (on a quarterly basis) as approved by B▇▇▇▇▇▇▇’s board of directors (or other equivalent governing body of Borrower), together with any related business forecasts used in the preparation of such annual financial projections;
(f) within three (3) Business Days of filing, copies of all periodic and other reports, proxy statements and other materials filed with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be; provided that documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such Loan Party posts such documents, or provides a link thereto, on such Loan Party’s website on the Internet at its website address; provided further that such Loan Party shall promptly notify Lender in writing (which may be by electronic mail) of the posting of any such documents; As to any information contained in materials furnished pursuant to this Section 5.01(f), Borrower shall provide not be separately required to furnish such additional statements information under Section 5.01(a) or (b) above, but the foregoing shall not be in lieu of the obligation of Borrower to furnish the information and materials described in Section 5.01(a) and (b) above at the times specified therein.
(g) promptly (and in any event within one (1) Business Day of the occurrence thereof) notice of (i) the occurrence of any Default or Event of Default, (ii) any legal actions (by a Government Authority or otherwise) pending or threatened in writing against any Loan Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs, individually or in the aggregate, of $100,000.00 or more or (iii) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect;
(h) the occurrence of any ERISA Event that, either individually or together with any other ERISA Events, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $100,000.00;
(i) notice of any action arising under any Environmental Law or of any noncompliance by Borrower or any Subsidiary with any Environmental Law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in liability of Borrower and its Subsidiaries in an aggregate amount exceeding $100,000.00; and
(j) promptly following any request therefor, (i) such other information regarding the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Loan Parties or their Subsidiaries, or compliance with the terms of the Loan Documents, as any Bank Lender may from time to time reasonably request, in form ; or (ii) information and documentation reasonably acceptable to requested by Lender for purposes of compliance with applicable “know your customer” requirements under the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesPatriot Act or other applicable anti-money laundering laws.
Appears in 1 contract
Financial Statements, Reports, Certificates. Deliver to Foothill: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 50 days after the end of each quarter during each of Borrower’s 's fiscal yearyears, Borrower shall deliver to a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 100 days after the end of each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidatingBorrower's fiscal years, financial statements of Borrower (including a balance sheetfor each such fiscal year, an income statement audited by independent certified public accountants reasonably acceptable to Foothill and a statement of retained earningscertified, each with the related notes and changes in the financial position for without any qualifications, by such year and setting forth in comparative form the figures for the prior year) accountants to have been prepared in accordance with GAAP, consistently applied, together with (with respect a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the CPA prepared statements) an opinion on such financial statements that is unqualified existence of any Default or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default. Such audited financial statements shall include a balance sheet, any Bank may request profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower shall so provide audited CPA prepared consolidating is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarterreferred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to each Bank a statement of Foothill Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings's Form 10-Q Quarterly Reports, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of Borrower.
(va) Within thirty a certificate signed by its chief financial officer to the effect that: (30i) days after all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the last day case of each fiscal quarterunaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower shall deliver to each Bank a report contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees certificate, as though made on and as of such date (except to cooperate in good faith with respect the extent that such represen-ta-tions and warranties relate solely to any additional information requested by any Bank with respect to such reports.
an earlier date), (b) Within thirty (30) days after a Compliance Certificate demonstrating in reasonable detail compliance at the last day end of each monthsuch period with the applicable financial covenants contained in Section 7.21, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty on the date of ------------ delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (30) days after or, in the last day case of each monthsubclauses (a)(i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrower that Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to each Bank with the monthly Foothill, at Borrower's expense, copies of Borrower's financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time requeststatements, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiespapers related thereto, and shall not other accounting records of any nature in their possession, and to disclose such to Foothill any information to any department of such Bank which provides investment they may have regarding Borrower's business affairs and stock brokerage servicesfinancial conditions.
Appears in 1 contract
Sources: Loan and Security Agreement (Concurrent Computer Corp/De)
Financial Statements, Reports, Certificates. Borrowers shall deliver to Bank:
(a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 35 days after the end of Borrower’s each calendar month, a company prepared consolidated and consolidating balance sheet and income statement of Guarantor covering Borrowers' operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer;
(b) as soon as available, but in any event within 90 days after the end of Guarantor's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and unaudited consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) Guarantor prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that which is unqualified or qualified otherwise consented to in a manner acceptable to the Banks from writing by Bank on such consolidated financial statements of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.Bank
(iiic) Within thirty (30) as soon as available, but in any event within 90 days after the last day end of each BSD's fiscal year, audited consolidated and unaudited consolidating financial statements of BSD prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such consolidated financial statements of an independent certified public accounting firm reasonably acceptable to Bank;
(d) as soon as available, but in any event within 45 days after the end of Guarantor's fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent all reports on Form 10-Q filed by Guarantor with the manner Securities and format employed Exchange Commission;
(e) as soon as available, but in Borrower’s public filingsany event within 90 days after the end of Guarantor's fiscal year, and will be consistent all reports on Form 10-K filed by Guarantor with the information contained in Borrower’s public filings for the same periods.Securities and Exchange Commission;
(ivf) If if applicable, Borrower shall deliver to each Bank copies of all other statements, reports and notices sent or made available generally by Borrower Borrowers or Guarantor to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.Debt;
(vg) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against either Borrower or any SubsidiarySubsidiary that could result in damages or costs to such Borrower or any Subsidiary of $250,000 or more;
(h) such budgets, which report shall include at a minimum sales projections, operating plans or other financial information generally prepared by Borrowers in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time;
(i) within 30 days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that either Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrowers' Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by any Bank Borrowers in connection with respect to such reports.this Agreement;
(bj) Within thirty (30) within 30 days after the last day of each month, Borrower Borrowers shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.hereto, together with aged listings by invoice date of accounts receivable and accounts payable;
(ck) Within thirty (30) within 35 days after the last day of each month, Borrower Borrowers shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.; and
(dl) as soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. Bank shall provide such additional statements and information as any Bank may have a right from time to time requesttime, in form reasonably acceptable upon reasonable prior notice, hereafter to the Banks. Each Bank shall keep audit Borrowers' Accounts and appraise Collateral at Borrowers' expense, provided that such information confidential which audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to within thirty (30) days after the last day of each Bank each month, aged listings of accounts receivable and all accounts payable, together with a deferred revenue listing and a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of the financial statements, reports, certificates and other records referenced under this subsection Exhibit C hereto; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within (45) days after the end of each quarter, a Borrower shall deliver to each Bank internally prepared consolidated and consolidating balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank; provided, however, that the filing of such financial statements.
(ii) Beginning statements with the fiscal year ending December 31, 2005, Securities and Exchange Commission through E▇▇▇▇ will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (d) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank; provided, however that the Banks. After the occurrence filing of such financial statements and opinion of an Event of Default, any Bank may request independent certified public accounting firm with the Securities and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Exchange Commission through E▇▇▇▇ will satisfy Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with delivery obligations hereunder upon notice to Bank of such filings; (e) unless complete copies of the manner and format employed in Borrower’s public filingsfollowing are not available on E▇▇▇▇, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
Debt; (vf) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more, which report shall include at a minimum or any commercial tort claim (as defined in the claimant, Code) acquired by Borrower; (g) within 30 days following the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day end of each month, copies of all bank statements with respect to all accounts of Borrower shall deliver or any Subsidiary; and (h) such budgets, sales projections, operating plans, other financial information including information related to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form verification of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information Borrower’s Accounts as any Bank may reasonably request from time to time requesttime. For the avoidance of doubt, all information disclosed by Borrower, or any of its Subsidiaries, to Bank pursuant to this Section 6.3, shall be kept confidential by Bank in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesaccordance with Section 12.9.
Appears in 1 contract
Sources: Loan and Security Agreement (Lightpath Technologies Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 20 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 50 days after the end of each fiscal quarter of Borrower, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within 95 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
Bank; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; (viii) within 95 days after the last day of each fiscal year of Borrower, a report shall include at a minimum the claimantsigned by Borrower, the amount in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of the claimany Patents, the defendants named Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect to any additional information requested by any Bank with respect to such reportsBorrower’s Intellectual Property.
(ba) Within thirty (30) 20 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto, together with aged listings by invoice date of accounts receivable and accounts payable and a Pass Through Reports (re Distributors) in form and substance acceptable to Bank.
(cb) Within thirty (30) 20 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty twenty (3020) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet and income statement covering Borrower’s and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time; and (vii) within twenty (20) days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect to any additional information requested by any Bank with respect to such reportsBorrower’s Intellectual Property.
(ba) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto, together with aged listings by invoice date of accounts receivable and accounts payable.
(cb) Within thirty twenty (3020) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Sources: Loan and Security Agreement (Rainmaker Systems Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 150 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time; and (vii) within 30 days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reportsthis Agreement.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) As soon as possible and in any event within 3 calendar days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty (30) days after the last day of each month, Borrower Bank shall deliver to each Bank with the monthly financial statements have a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) no later than 20 days after the end last day of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet and income statement (with projections to the current quarter's end) covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) Beginning as soon as available, but no later than 90 days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the fiscal year ending December 31, 2005, financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) as soon as available, but in any event within one hundred twenty (120) 10 days after the end of Borrower’s fiscal yearfiling, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
, and copies of all statements, reports and notices sent or made available generally by Borrower to its shareholders, together with a Compliance Certificate; (viv) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; (v) budgets, which report shall include at a minimum sales projections, operating plans or other financial information Bank reasonably requests; and (vi) prompt notice of any material change in the claimant, the amount composition of the claimIntellectual Property, the defendants named and the date including any subsequent ownership right of such claim. Borrower agrees to cooperate in good faith with respect or to any additional information requested by any Bank with respect to such reportsCopyright, Patent or Trademark, or knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 20 days after the last day of each month, Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayC, with aged listings (by invoice date) of accounts receivable and accounts payable.
(c) Within thirty (30) 20 days after the last day of each month, Borrower shall will deliver to each Bank a Compliance Certificate with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretostatements.
(d) Borrower shall provide such additional statements will allow Bank to audit Borrower's Collateral at Borrower's expense. Such audits will be conducted no more often than every 6 months unless an Event of Default has occurred and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank: (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (120b) as soon as available, but in any event within 90 days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes which may be in the financial position for such year form of a Form 10-K of the Securities and setting forth in comparative form the figures for the prior yearExchange Commission) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence Bank; (c) within five days of an Event of Defaultfiling, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission.
; (vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000.00 or more; (e) prompt notice of any material change in the claimant, the amount composition of the claimIntellectual Property Collateral, the defendants named and the date including, but not limited to, any subsequent ownership right of such claim. Borrower agrees to cooperate in good faith with respect or to any additional Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information requested by any as Bank with respect may reasonably request from time to such reports.
(b) time. Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) C hereto, together with aged listings of accounts receivable and accounts payable and an inventory schedule. Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) Borrower . Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit ▇▇▇▇▇▇▇▇'s Accounts at Borrower's expense, in form reasonably acceptable to the Banks. Each Bank shall keep provided that such information confidential which audits will be conducted no more often than every six months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Sources: Annual Report
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) no later than 30 days after the end last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank; (ii) as soon as available, but no later than 120 days after the last day of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with under GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such the financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) within 5 days after the last day of each fiscal quarterfiling, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $200,000 or more; and (v) budgets, sales projections, operating plans or other financial information Bank reasonably requests which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. be treated as Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsConfidential Information.
(b) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayC, with aged listings of accounts receivable and accounts payable.
(c) Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.D.
(d) Borrower shall provide such additional statements Bank has the right to audit Borrower's Collateral at Borrower's expense, but the audits will be conducted no more often than every year at a cost not to exceed $3000 per audit unless an Event of Default has occurred and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Sources: Loan and Security Agreement (Plumtree Software Inc)
Financial Statements, Reports, Certificates. (a) Borrower Borrowers shall deliver to each Bank each and all of the financial statementsAgent, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but and in any event within ninety (90) days (or, if such Person has filed a filing extension with the SEC, 105 days) after the end of each fiscal year of each of ThermaClime's and Parent's fiscal year, beginning with the fiscal year ending December 31, 2004, a copy of the consolidated and consolidating financial statements of ThermaClime and its Subsidiaries and Parent and its Subsidiaries for such fiscal year containing a balance sheet, statement of income, statement of stockholders' equity, and statement of cash flow as at the end of such fiscal year and for the fiscal year then ended, all in reasonable detail and such consolidated financial statements to be audited and certified by Ernst & Young, LLP or any other firm of independent certified public accountants of recognized national standing selected by Borrower and reasonably acceptable to the Agent, whose report shall be without limitation as to the scope of the audit and shall state that such financial statements have been prepared in accordance with GAAP and a certificate delivered to the Agent by such independent certified public accountants confirming the calculations set forth in the officer's certificate delivered to the Lenders pursuant to clause (f) hereof. The annual audit report required hereby shall not be qualified or limited or, with respect to Parent only, not qualified as to scope. Borrower shall deliver copies of all material reports and correspondence sent to Parent or its Subsidiaries or ThermaClime and its Subsidiaries by their independent certified public accountants promptly upon receipt thereof, including any management letters, management reports or other supplementary comments or reports furnished to Borrower or its Board of Directors by such accountants. As soon as available, and in any event within thirty (30) days (45 days (or if such Person has filed a filing extension with the SEC, 50 days) in the case of a month that is the end of one of the first 3 fiscal quarters in a fiscal year) after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally prepared a copy of an unaudited consolidated financial statements.
(ii) Beginning with report of ThermaClime and its Subsidiaries and Parent and its Subsidiaries as of the end of such calendar month and for the portion of the fiscal year ending December 31then ended, 2005containing balance sheets, as statements of income, and statements of cash flow. As soon as available, but in any no event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within later than thirty (30) days after prior to the last day start of Parent's and ThermaClime's fiscal year, an annual budget or business plan for each of Parent and ThermaClime and its Subsidiaries, on a consolidated basis, for the next succeeding fiscal year on a monthly basis, including projected balance sheets, income statements, cash flow statements, and a forecast of financial covenant compliance for each month of such fiscal year, in each case, together with supporting assumptions, as of the end of such fiscal year, and, at the beginning of each fiscal quarter, all revisions thereto approved by Parent's or ThermaClime's Board of Directors. Promptly, such additional information concerning any Borrower shall deliver or Parent or as the Agent may request, including, without limitation, auditor management reports and any information which any Borrower or Parent provides to each Bank any lender relating to any Indebtedness in excess of $5,000,000 and, on a statement quarterly basis, a reconciliation of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingsoutstanding Intercompany Indebtedness, whether or not evidenced by an Intercompany Note, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) reconciliations of balances under each Intercompany Note; If applicableand when filed by Parent, Borrower shall deliver to each Bank copies of all statements10-Q quarterly reports, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms Form 10-K annual reports, and 10Form 8-Q K current reports, any other filings made by Parent with the SEC, copies of Parent's and ThermaClime's federal income tax returns (if requested by Agent), and any amendments thereto, filed with the Securities Internal Revenue Service, and Exchange Commission.
any other information that is provided by Parent to its shareholders generally. Any and all financial statements of the Borrowers or Parent delivered to the Agent pursuant to the provisions of this Agreement shall set forth all monetary amounts contained or listed therein in United States Dollars and shall set forth (vin a footnote or otherwise) Within thirty (30) days after the last day applicable exchange rate used to calculate all such amounts. Concurrently with the delivery of each fiscal quarterof the financial statements referred to in subsections (a) and (b) hereof, a certificate executed by an Authorized Officer of ThermaClime, on behalf of each Borrower, and Parent in the form of the officer's certificate attached hereto as Exhibit B stating that no Event of Default or Potential Default has occurred and is continuing or, if such officer has knowledge of an Event of Default or Potential Default, then stating the nature thereof and specifying the steps taken or proposed to be taken to remedy such matter, showing in reasonable detail the calculations showing compliance with Section 7.9, stating that the financial statements attached thereto have been prepared in accordance with GAAP and fairly and accurately present (subject to year-end audit adjustments, for the annual certificates) the financial condition and results of operations of each of ThermaClime and its Subsidiaries and Parent and its Subsidiaries as of the date and for the period indicated therein, containing an analysis of the borrowing base of Borrowers described in the Working Capital Loan Agreement (which, for purposes hereof, may be a copy of the borrowing base certificate delivered to Working Capital Agent pursuant to the Working Capital Loan Agreement), containing summaries of accounts payables agings, accounts receivable agings and inventory, containing a schedule of the outstanding Indebtedness of each Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum and Parent that describes such Indebtedness in reasonable detail and states the claimant, the principal amount and amount of the claim, the defendants named accrued and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank unpaid interest with respect to such reports.
Indebtedness, containing management's discussion and analysis of the business and affairs of each Borrower and Parent, including, but not limited to, a discussion of the results of operations compared to those originally budgeted for such period, and detailing all matters materially affecting the value, enforceability or collectibility of any material portion of the assets of each Borrower, including, without limitation, each Borrower's reclamation or repossession of, or the return to each Borrower of, a material amount of goods and material claims or disputes asserted by any customer or other obligor, and any material adverse change in the relationship between each Borrower and any of its material suppliers or customers. Promptly, such additional information concerning Parent or the Borrowers as the Lenders may reasonably request. As soon as available (b) Within thirty (30) but in any event no later than 15 days after receipt thereof), (i) any material order issued by any court, governmental authority or arbitrator in any material proceeding to which any Borrower or Parent is a party and (ii) a copy of all correspondence and reports sent by Parent or any Borrower to Working Capital Agent outside of the last day ordinary course of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one daybusiness.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 1 contract
Sources: Loan Agreement (LSB Industries Inc)
Financial Statements, Reports, Certificates. Deliver to Lender: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) 45 days after the end of each calendar quartermonth during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Lender and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Lender Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Lender relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to each Bank internally Lender a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to Lender hereunder have been prepared consolidated in accordance with GAAP (except, in the case of unaudited financial statements.
, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) Beginning the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Sections 7.20 and 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the fiscal year ending December 31applicable financial covenants contained in Section 7.20 and 7.21, 2005and (iv) on the date of delivery of such certificate to Lender there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). In addition to the foregoing, the Borrower shall deliver to the Lender, as soon as available, but in any event (a) within one hundred twenty 30 days after the beginning of each fiscal year of Borrower, a copy of the plan and forecast (120including a projected closing balance sheet and projected income statements and funds flow statements) of Borrower for such fiscal year; and (b) within 30 days after the end of Borrower’s the second fiscal quarter of the Borrower in each fiscal year, Borrower shall deliver to an update of each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement plan and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (forecast delivered with respect to the CPA prepared statements) an opinion on fiscal year in which such financial statements that is unqualified or qualified fiscal quarter occurs, reflecting changes in a manner acceptable to the Banks such plan resulting from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request actual and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statementsthen anticipated results and forecasts.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 1 contract
Sources: Loan and Security Agreement (Graff Pay Per View Inc /De/)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (v) promptly upon receipt, which report shall include at each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vi) as soon as available, but in any event within 30 days prior to each fiscal year end of Borrower, Borrower’s annual forecast for the next year, in a minimum form reasonably acceptable to Bank, and such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto, together with aged listings by invoice date of accounts receivable and accounts payable.
(cb) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable to provided that, unless an Event of Default has occurred and is continuing, such audits will be conducted no more often than every (i) 6 months if Advances are outstanding for two consecutive months during the Bankscurrent fiscal year and (ii) every 12 months if Advances are not outstanding during at least two consecutive months during the current fiscal year of Borrower, unless an Event of Default has occurred and is continuing. Each Notwithstanding the foregoing, Bank after the Closing Date, Bank shall keep such conduct the Initial Audit and shall also conduct an audit prior to making an Advance if more than twelve months have passed since the date of the Initial Audit. Borrower may deliver to Bank on an electronic basis any certificates, reports or information confidential which is marked “Confidential” and which has not been disclosed required pursuant to third partiesthis Section 6.2, and Bank shall not disclose such be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to any department Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within 5 Business Days of such Bank which provides investment submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and stock brokerage servicesthe Compliance Certificate, each bearing the physical signature of the Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower Parent shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty a 2009 monthly, Board approved operating plan, including income statement and balance sheet, no later than December 15, 2008; (30iv) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 60 days after the last day beginning of each the applicable fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
year; (ivv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (vvi) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened in writing against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vii) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time; and (ix) within 30 days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reportsthis Agreement.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower Parent shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto, together with aged listings by invoice date of accounts receivable and accounts payable.
(cb) Within thirty (30) 30 days after the last day of each month, Borrower Parent shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) As soon as possible and in any event within 3 Business Days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank (through any of its officers, employees, or agents) shall provide such additional statements and information as any Bank may have the right, upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Notwithstanding the foregoing, Borrower and Bank agree that Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiescomplete its initial audit of the Collateral within 30 days following the date hereof, and Borrower shall not disclose such take all reasonable steps in connection therewith. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any department of such Bank which provides investment certificates and stock brokerage servicesreports to be delivered electronically.
Appears in 1 contract
Sources: Loan and Security Agreement (Clearone Communications Inc)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to each Bank each weekly transaction reports of Borrower’s cash disbursements and all of the financial statements, reports, certificates and other records referenced under this subsection collections; (ab) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty twenty (3020) days after the end last day of each calendar quartermonth, a Borrower shall deliver to each Bank internally prepared consolidated financial statements.
balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, along with aged listings of accounts receivable and accounts payable, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, and a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, all in a form acceptable to Bank; (iic) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiid) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (ve) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more, which report shall include at a minimum or any commercial tort claim (as defined in the claimantCode) acquired by Borrower; (f) as soon as available, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate but in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within event no later than thirty (30) days after the last day end of each monthBorrower’s fiscal year, Borrower shall deliver annual operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the upcoming fiscal year, in form and substance reasonably satisfactory to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially Bank, (g) such budgets, sales projections, operating plans, other financial information including information related to the form verification of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information Borrower’s Accounts as any Bank may reasonably request from time to time requesttime; and (h) monthly statements from JPMorgan Chase (or any other payment processing financial institution of Borrower), in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department within five days of Borrower’s receipt of such Bank which provides investment and stock brokerage servicesstatements.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank: (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidating and consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120b) as soon as available, but in any event within 120 days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidating and consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiic) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $50,000 or more; and (e) such budgets, which report shall include at a minimum sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of the claim, the defendants named and the date of such claim. Borrower agrees business as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportstime.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto, together with aged listings of accounts receivable and accounts payable; provided that, for so long as Borrower's Leverage is less than 1.50:1.00, Borrower need not deliver to Bank a Borrowing Base Certificate or aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank, within 30 days after the required information that is current within one daylast day of each month or any other time Borrower delivers to Bank a Borrowing Base Certificate, evidence of Borrower's receipt of any Subordinated Debt or equity.
(cb) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretohereto and, unless Borrower's Leverage is less than 1.50:1.00, aged listings of accounts receivable and payable and a summary of inventory for the month reported in a form acceptable to Bank.
(c) As soon as possible and in any event within three calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, in form reasonably acceptable to the Banks. Each Bank shall keep provided that such information confidential which audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrower agrees to deliver to Foothill: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty fifty (3050) days after the end of each calendar quarterMarch, Borrower shall deliver to each Bank internally June, and September, a company prepared consolidated financial statements.
balance sheet, income statement, and cash flow statement covering Borrower's operations during such period; and (iib) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty five (120105) days after the end of each of Borrower’s 's fiscal yearyears, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill (including a balance sheetit being agreed that any of the "Big Six" accounting firms are acceptable to Foothill) and certified, an income statement and a statement of retained earningswithout any material qualifications, each with the related notes and changes in the financial position for by such year and setting forth in comparative form the figures for the prior year) accountants to have been prepared in accordance with GAAP, consistently applied, together with (with respect a written report of such accountants addressed to Foothill stating that in making the CPA prepared statements) an opinion on examination necessary for certification of such audited financial statements nothing has come to their attention that is unqualified would lead them to believe that there then exists, or qualified in a manner acceptable to existed during the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an period covered by such audited financial statements, any Event of Default. Such audited financial statements shall include a balance sheet, any Bank may request profit and Borrower shall so provide audited CPA prepared consolidating loss statement, and cash flow statement, and, if prepared, such accountants' letter to management. In addition to the financial statements which meet referred to above, with the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day delivery of each fiscal quarterquarterly and year-end financial statement Borrower agrees to deliver supplemental financial schedules consisting of a balance sheet and income statement prepared on a consolidating basis so as to present each Debtor separately. Together with the above, Borrower also shall deliver to each Bank a statement of Foothill Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings's Form 10-Q Quarterly Reports, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission.
, if any, within five (v) Within thirty (305) days after the last day of each fiscal quarterfiling, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required other information that is current within one day.
(c) Within thirty (30) days after the last day of each monthprovided by Borrower to its shareholders, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed and any other report reasonably requested by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable Foothill relating to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiesCollateral, and shall not disclose such information to any department the Real Property, or the financial condition of such Bank which provides investment and stock brokerage servicesBorrower.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower Borrowers shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 30 days after the end of Borrower’s each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within 180 days after the end of Borrowers’ fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) Borrowers prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern related solely to Borrowers’ liquidity position or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank; provided, however that for the Banks. After the occurrence of 2017 fiscal year such audited financial statements shall not require an Event of Defaultopinion until March 31, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
2019; (iii) Within thirty (30) annual budget approved by each Borrower’s Board of Directors as soon as available but not later than 45 days after the last day end of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
fiscal year; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against a Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vii) periodic informal clinical updates on any material developments therein as Borrowers may determine appropriate or at a minimum the claimantreasonable request of Bank and (viii) such budgets, the amount of the claimsales projections, the defendants named and the date of such claim. Borrower agrees operating plans or other financial information as Bank may reasonably request from time to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.time;
(b) Within thirty (30) 30 days after the last day of each month, Borrower Borrowers shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayhereto.
(c) Within thirty (30) days As soon as possible and in any event within 3 Business Days after becoming aware of the last day occurrence or existence of each monthan Event of Default hereunder, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by written statement of a Responsible Officer in substantially setting forth details of the form Event of Exhibit E heretoDefault, and the action which Borrowers have taken or proposes to take with respect thereto.
(d) Borrower Bank (through any of its officers, employees, or agents) shall provide such additional statements and information as any Bank may have the right, upon reasonable prior notice, from time to time requestduring Borrowers’ usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrowers’ Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrowers’ expense in form reasonably acceptable order to verify Borrowers’ financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrowers may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrowers shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 1 contract
Sources: Loan and Security Agreement (Compass Therapeutics, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event (A) within 270 days after the end of Borrower’s fiscal year with respect to Borrower’s 2012 fiscal year and (B) within 180 days after the end of each subsequent fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 15 days after the last day beginning of each fiscal quarter, year of Borrower shall deliver to each Bank a statement during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened in writing against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank Otonomy, Inc. LSA Execution Version 8 may reasonably request from time to time, and (viii) within 30 days after the last day of each month, a written update (which report shall include at a minimum the claimantupdates provided to Borrower’s board of directors), the amount in form and substance satisfactory to Bank, of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith Borrower’s progress with respect to any additional information requested by any Bank with respect to such reportsits clinical trials.
(ba) Within thirty (30) 30 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides hereto.
(b) As soon as possible and in any event within 3 Business Days after becoming aware of the required information that is current within one dayoccurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(c) Within thirty Bank (30through any of its officers, employees, or agents) days after shall have the last day of each monthright, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may upon reasonable prior notice, from time to time requestduring Borrower’s usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrower’s expense in form reasonably acceptable order to verify Borrower’s financial condition or the Banksamount, condition of, or any other matter relating to, the Collateral. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. Borrower shall include a submission date on any certificates and which has not been disclosed reports to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesbe delivered electronically.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to each Bank each on or before the Securities and all of Exchange Commission (the financial statements"SEC") deadline for filing its Form 10-Q, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet, income, and cash flow statement covering Borrower's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (iib) Beginning with on or before the fiscal year ending December 31SEC deadline for filing its Form 10-K, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiic) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
Debt; (vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; and (e) such budgets, which report shall include at a minimum the claimantsales projections, the amount of the claim, the defendants named and the date of such claimoperating plans or other financial information as Bank may reasonably request from time to time. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
Within twenty (b) Within thirty (3020) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank, within one day.
twenty (c) Within thirty (3020) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) Borrower . Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Borrower shall file its Form 10-Q and Form 10-K with the Securities and Exchange Commission (the "SEC") in form reasonably acceptable to the Bankstimeframe required by the SEC. Each Bank shall keep such information confidential which If Borrower is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose no longer required by deliver such information to any department of the SEC, it shall provide such information to Bank which provides investment and stock brokerage servicesin a similar timeframe.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank: (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 50 days after the end of each fiscal quarter, a company prepared consolidated balance sheet and income statement prepared in accordance with GAAP, consistently applied, covering Borrower's consolidated operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120b) as soon as available, but in any event within 95 days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank unqualified audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiic) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
Commission within 5 days of issuance or with respect to 10-Q reports 50 days from the end of the applicable quarter and 10-K reports 95 days from the end of the applicable year end; (vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $500,000 or more; and (e) such budgets, which report shall include at a minimum sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time; and (f) within 50 days of the claimlast day of each fiscal quarter, the defendants named and the date of such claim. a report signed by Borrower, in form reasonably acceptable to Bank, listing any Patents, Copyrights or Trademarks issued to Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsthat are deemed unenforceable or invalid.
(ba) If total Advances exceed $2,500,000: Within thirty (30) 15 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto, together with aged listings of accounts receivable and accounts payable and a Deferred Revenue report.
(b) Bank shall have a right from time to time to conduct annual audits of Borrower in a manner satisfactory to Bank at Borrower's expense, provided that provides such audits may be conducted every 6 months if Advances exceed $2,500,000. Provided, however, Borrower shall only be responsible for the required information that cost of one audit per year unless an Event of Default has occurred and is current within one daycontinuing. If an Event of Default has occurred and is continuing Bank may conduct such additional audits as Bank in its sole and absolute discretion requests.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver its Annual Report to each Bank with the monthly financial statements within 120 days of Borrower's fiscal year end.
(d) Borrower shall deliver a Bank Compliance Certificate signed by a Responsible Officer to Bank within 50 days of the end of each fiscal quarter in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower Borrowers shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Lender: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 30 days after the end of Borrower’s each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrowers’ operations during such period, including a net worth reconciliation and accounting for maintenance of minimum, state mandated capital requirements (where required), and including copies of account statements for any Cash, in a form reasonably acceptable to Lender and certified by a Responsible Officer; (ii) as soon as available, but in any event within 150 days after the end of Borrowers’ fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) Borrowers prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrowers’ investors provide additional equity as needed or otherwise consented to in writing by Lender on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Lender; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower a Borrowers to its security holders or to any holders holder of Subordinated Liabilities Senior Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower Borrowers or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to a Borrowers or any Subsidiary of $500,000 or more; (v) promptly upon receipt, which report shall include at a minimum each management letter prepared by Borrowers’ independent certified public accounting firm regarding Borrowers’ management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrowers in the claimant, the amount ordinary course of business as Lender may reasonably request from time to time; (vii) within 30 days of the claimlast day of each fiscal quarter, the defendants named a report signed by Parent, in form reasonably acceptable to Lender, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower’s Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of a Borrower in or to any Trademark, Patent or Copyright not specified in any Intellectual Property Security Agreement delivered to Lender by a Borrower in connection with this Agreement and (viii) as soon as available, but in any Bank with respect event no later than December 15th of each year, a Board approved, fully-funded operating plan of each Borrower for the following year, acceptable to such reportsLender.
(ba) Within thirty (30) 45 days after the last day of each monthcalendar quarter, Borrower Parent shall deliver to each Bank Lender (i) a Borrowing Base Compliance Certificate dated (which shall certify compliance with the covenants contained herein and all state governing body rules and regulations) certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides and (ii) a report of 12-month average claims ratios by state and 12-month average combined claims ratio with respect to Borrowers’ insurance policies and signed by a Responsible Officer.
(b) Within 45 days after the last day of each calendar quarter, Parent shall deliver to Lender copies of all NAIC Quarterly Statements as required information that is current within one dayby each state in which Borrowers and its Subsidiaries conduct business.
(c) As soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrowers have taken or proposes to take with respect thereto.
(d) As soon as possible and in any event within 3 calendar days after becoming aware of any Borrower having a combined claims ratio in the United States falling in a variance that is at least 10% higher than the agreed upon ratios in Borrowers’ business plan which has been submitted to and approved by Lender in writing, a written statement of a Responsible Officer presenting a plan to rectify such variance, such plan to be reasonably acceptable to Lender.
(e) Lender (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrowers’ usual business hours but no more than twice a year (unless an Event of Default has occurred and is continuing), to inspect Borrowers’ Books and to make copies thereof and to check, test, inspect, audit and appraise the Collateral at Borrowers’ expense (not to exceed $7,500 per year as long as no Event of Default has occurred and is continuing) in order to verify Borrowers’ financial condition or the amount, condition of, or any other matter relating to, the Collateral.
(f) Within thirty (30) 5 days after the last day of each month, Borrower Parent shall deliver to Lender a report of Cash held by the Insurance Subsidiary.
(g) Within 30 days after the last day of each Bank with calendar quarter, Parent shall deliver to Lender a status report on rate increase requests pending and to be initiated. Borrowers may deliver to Lender on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Lender shall be entitled to rely on the monthly financial statements a Compliance Certificate signed information contained in the electronic files, provided that Lender in good faith believes that the tiles were delivered by a Responsible Officer in substantially the form of Exhibit E heretoOfficer. Borrowers shall include a submission date on any certificates and reports to be delivered electronically.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.
Appears in 1 contract
Sources: Credit Agreement (Trupanion Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) no later than 45 days after the end last day of each quarter, a 10Q report in the form required by the Securities and Exchange Commission (“SEC”) covering Borrower’s consolidated operations during the period certified by a Responsible Officer; (ii) as soon as available, but no later than 120 days after the last day of Borrower’s fiscal year, Borrower shall deliver to each Bank a 10K report in the form required by the SEC (including audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with under GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such the financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
firm); (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened against or any complaints filed with the Texas Workforce Commission against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $500,000 or more; (iv) budgets, operating plans or other financial information Bank reasonably requests which report shall include at are prepared by Borrower in the ordinary course of its business; and (v) prompt notice of any event that materially adversely affects the value of the Intellectual Property. So long as Borrower is a minimum public company filing financial information with the claimantSecurities and Exchange Commission, the amount of the claimreporting required in subsections (i) and (ii) hereof shall not be required for any period during which no Obligations are owing by Borrower to Bank, the defendants named and provided that Borrower shall deliver such financial information with each Advance request (if no Obligations are outstanding on the date of such claimAdvance request). It shall not be a violation of this covenant if information required to be delivered by Borrower agrees hereunder is available publicly but is not delivered to cooperate Bank in good faith with respect to any additional information requested by any Bank with respect to such reportsthe time frame provided herein.
(b) Within thirty (30) 45 days after the last day of each monthquarter during which any Obligations were owing from Borrower to Bank and with each Advance request (if no Obligations are outstanding on the date of such Advance request), Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.C.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (120ii) as soon as available, but in any event within 180 days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared (or such other level as is required by the Investment Agreement) consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day an annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 15th of each fiscal quarter, Borrower shall deliver to each Bank a statement year during the term of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
this Agreement; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (v) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $250,000 or more; (vi) promptly upon receipt, which report shall include at a minimum the claimanteach management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) such budgets, the amount of the claimsales projections, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional operating plans or other financial information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services.generally
Appears in 1 contract
Sources: Loan and Security Agreement (Aldexa Therapeutics, Inc.)
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, within thirty (30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable, and an Inventory listing; (b) as soon as available but in any event within thirty (30) days after the end of the first two calendar months of each calendar quarter, Borrower shall deliver to each Bank internally a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the lack of footnotes and the fact that such company prepared financial statements.
statements will be subject to normal year end adjustments), consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) Beginning as soon as available but in any event within forty five (45) days after the end of the third calendar month of each calendar quarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP (other than the fiscal lack of footnotes and the fact that such company prepared financial statements will be subject to normal year ending December 31end adjustments), 2005consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (d) as soon as available, but in any event within one hundred twenty ninety five (12095) days after the end of Borrower’s fiscal yearyear (beginning with fiscal year ended December 31, Borrower shall deliver to each Bank 2012), audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified of the Borrower’s current certified public accounting firm or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank; (d) as soon as available but no later than within 30 days of filing, copies of Borrower’s federal tax returns prepared by the Banks. After the occurrence Borrower’s current certified public accounting firm or of an Event of Defaultindependent certified public accounting firm reasonably acceptable to Bank; (e) as soon as available, but in any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within event no later than thirty (30) days after prior to the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement beginning of Borrower’s Net Finance Receivable prepared next fiscal year, annual operating projections (including income statements, balance sheets and cash flow statements presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings monthly format) for the same periods.
upcoming fiscal year, in form and substance reasonably satisfactory to Bank; (ivf) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
, provided, that a statement, report or notice filed by the Borrower with the U.S. Securities and Exchange Commission ▇▇▇▇▇ filing system will be deemed to have been delivered to the Bank for the purposes of this Agreement; (vg) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; and (h) such budgets, which report shall include at a minimum the claimantsales projections, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly operating plans or other financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may reasonably request from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicestime.
Appears in 1 contract
Sources: Loan and Security Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet and income statement covering Borrower’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP (subject to normal year-end adjustments and without all required footnotes), and in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty forty five (12045) days after the end of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP (subject to normal year-end adjustments and without all required footnotes), in the same form as the most recent financial statements with respect to Borrower and its consolidated Subsidiaries delivered to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and unaudited consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (and in the same form as the most recent financial statements with respect to Borrower and its consolidated Subsidiaries delivered to Bank, together with, for the CPA prepared statements) audited consolidated financial statements only, an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to Bank, which includes, as of the Banks. After Closing Date, the occurrence accounting firm of an Event of Default▇▇▇▇▇▇▇▇ LLP; provided, any however, that Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet may, in its reasonable business judgment, deem such firm unacceptable after the foregoing requirements established for consolidated statements.
Closing Date; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than July 31 of each year, Borrower’s financial and business projections and budget for the then current or immediately following year, as applicable, with evidence of approval thereof by Borrower’s board of directors; (vii) such other budgets, sales projections, operating plans, financial exhibits or other information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viii) (A) simultaneously with the delivery of the financial statements required under clause (iii) (unless an Event of Default has occurred and is continuing, in which case, upon demand by Bank), a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property.
(va) Within thirty (30) days after the last day of each fiscal quartermonth, Borrower shall deliver to each Bank a report Borrowing Base Certificate signed by a Responsible Officer in substantially the form of any legal actions pending or threatened against Borrower or any SubsidiaryExhibit D hereto, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the together with aged listings by invoice date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsaccounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) Promptly, and in any event within three (3) Business Days after, becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that (i) such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing, and (ii) Borrower shall not be required to the Banksreimburse Bank for any Collateral appraisals unless an Event of Default has occurred and is continuing. Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet, and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty fifty (120150) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of DefaultBank; provided, any however, that such financial statements for Borrower’s fiscal year ended December 31, 2017 shall be delivered to Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
no later than January 31, 2019; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time, provided, that Borrower shall deliver to Bank Board of Directors approved financial plans within sixty (60) days of the previous fiscal year end; and (vii) upon Bank’s request, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property.
(va) Within thirty (30) days after the last day of each fiscal quartermonth, Borrower shall deliver to each Bank (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable, (ii) a committed monthly recurring revenue report, in form reasonably acceptable to Bank and certified by a Responsible Officer, and (iii) a trailing three (3) month renewal rate report of any legal actions pending (or threatened against similar report as currently prepared by Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount as of the claimAmended and Restated Effective Date), the defendants named in form reasonably acceptable to Bank and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested certified by any Bank with respect to such reportsa Responsible Officer.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto, together with written confirmation that the amount of such advances are available to be requested.
(c) As soon as possible and in any event within three (3) calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense; provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to Bank on an electronic basis any certificates, in form reasonably acceptable reports or information required pursuant to the Banks. Each this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (iib) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty eighty (120180) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiic) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
; (vd) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) as soon as available, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate but in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within event within thirty (30) days after fiscal year end, an annual operating plan, approved by Borrower’s board of directors and in a form reasonably acceptable to Bank; and (f) such budgets, sales projections, operating plans or other financial information generally prepared in the ordinary course of business as Bank may reasonably request from time to time. When Advances are outstanding, within twenty (20) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day C-1 and Exhibit C-2 attached hereto, together with aged listings of each month, accounts receivable and accounts payable. Borrower shall deliver to each Bank with the monthly financial statements a pipeline (backlog) report, and a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E D hereto.
(d) Borrower . Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable to the Banks. Each Bank shall keep provided that such information confidential which audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) no later than 30 days after the end last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank; (ii) as soon as available, but no later than 90 days after the last day of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with under GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such the financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; and (iv) budgets, which report shall include at a minimum the claimantsales projections, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional operating plans or other financial information requested by any Bank with respect to such reportsrequests.
(b) Within thirty (30) 20 days after the last day of each month, Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides C with aged listings of accounts receivable and accounts payable. This information shall not be required if less $1,000,000 is outstanding under the required information that is current within one dayCommitted Revolving Line.
(c) Within thirty (30) 30 days after the last day of each month, quarter Borrower shall will deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretoD. A Compliance Certificate shall not be required if Borrower is not utilizing the Committed Revolving Line or the Committed Term Loan.
(d) Borrower shall provide Bank has the right to audit Borrower's Accounts at Borrower's expense, but the audits will be conducted no more often than every year unless an Event of Default has occurred and is continuing. Borrower's initial audit must be conducted within 45 days of the execution of this Agreement. Borrower's expense for such additional statements and information as any Bank may from time audits is limited to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage services$750 per audit.
Appears in 1 contract
Sources: Loan and Security Agreement (Onyx Software Corp/Wa)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty no later than five (1205) days after filing with the end of Securities Exchange Commission (the “SEC”), the Borrower’s fiscal year10K and 10Q reports, if Borrower shall deliver to each Bank audited CPA prepared consolidated andis a reporting company; (ii) as soon as available, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within but no later than thirty (30) days after the last day of each fiscal month and each quarter, Borrower shall deliver to each Bank a company prepared consolidated balance sheet and income statement of covering Borrower’s Net Finance Receivable prepared consolidated operations during the period certified by a Responsible Officer and presented in a manner form acceptable to Bank and format consistent prepared consistently with past practice and consistent with the manner and format employed in Borrower’s public filingsprior interim period statements; (iii) as soon as available, and will be consistent with the information contained in Borrower’s public filings for the same periods.
but no later than ninety (iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (3090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iv) as soon as available, but no later than sixty (60) days after the end of each fiscal quarteryear, Borrower shall deliver annual financial projections in form and substance commensurate with those provided to each Bank Borrower’s board of directors or utilized by Borrower’s executive management, in form and substance satisfactory to Bank; (v) a prompt report of (A) any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $500,000 or more and (B) any event that has occurred or is expected to occur that is likely to lead to a material breach of any Material License; and (vi) budgets, which report shall include at a minimum the claimantsales projections, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect to any additional operating plans or other financial information requested by any Bank with respect to such reportsreasonably requests.
(b) Within thirty (30) days after the last day of each month, Borrower shall will also deliver to each Bank a Borrowing Base Compliance Certificate dated with delivery of the balance sheets and signed income statements required by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one daySection 6.3(a)(ii) above.
(c) Within thirty (30) days after the last day of each monthmonth and concurrently with the delivery of a Payment/Advance Form when obtaining an Advance, Borrower shall will deliver to each Bank a Borrowing Base Certificate, with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form aged listings of Exhibit E heretoaccounts receivable and accounts payable, deferred revenue schedule and other reports reasonably satisfactory to Bank to support Advances against Eligible Scheduled Contract Accounts and Eligible Estimated Contract Accounts.
(d) Borrower will allow Bank to audit Borrower’s Collateral at Borrower’s expense (not to exceed $5,000 per audit so long as no Event of Default shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partieshave occurred), and such audit will be satisfactory to Bank. Such audits will be conducted no more often than once in every six-month period unless an Event of Default shall not disclose such information to any department of such Bank which provides investment and stock brokerage serviceshave occurred.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
Commission within SEC reporting requirements; (viv) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, which report each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event no later than ninety (90) days after the end of Borrower’s fiscal year, board of director approved financial projections; and (vii) such other budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.
(a) Within five (5) days after the last day of each month when Borrower uses Eligible Domestic Accounts Receivable in calculating Liquidity hereunder, Borrower shall include at a minimum the claimant, the amount of the claim, the defendants named and the deliver to Bank aged listings by invoice date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsaccounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Borrowing Base Compliance Certificate dated certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one dayC hereto.
(c) Within thirty As soon as possible and in any event within three (303) calendar days after becoming aware of the last day occurrence or existence of each monthan Event of Default hereunder, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by written statement of a Responsible Officer in substantially setting forth details of the form Event of Exhibit E heretoDefault, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, in form reasonably acceptable provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing and provided that if at any time Liquidity is calculated using Eligible Domestic Accounts Receivable, an Accounts receivable audit shall be completed by Bank within sixty (60) days. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” and which has not been disclosed contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to third partiesBank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, and shall not disclose such information to any department the Compliance Certificate, each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract
Sources: Loan and Security Agreement (Neurobiological Technologies Inc /Ca/)
Financial Statements, Reports, Certificates. Error! Bookmark not defined. Deliver to Foothill: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 45 days after the end of Borrower’s each month during each of USCI's fiscal years, a company prepared consolidated and consolidating balance sheets, income statements, and statements of cash flow covering USCI's and each of its Subsidiaries operations during such period; and (b) as soon as available, but in any event within 90 days after the end of each of USCI's fiscal years, consolidated and consolidating financial statements of USCI and each of its Subsidiaries for each such fiscal year, Borrower shall deliver audited by independent certified public accountants reasonably acceptable to each Bank audited CPA prepared consolidated andFoothill and certified, upon request of without any Bankqualifications, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for by such year and setting forth in comparative form the figures for the prior year) accountants to have been prepared in accordance with GAAP, consistently applied, together with (with respect a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the CPA prepared statements) an opinion on such financial statements that is unqualified existence of any Default or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default. Such audited consolidated and consolidating financial statements shall include balance sheets, any Bank may request profit and Borrower loss statements, and statements of cash flow for USCI and each such Subsidiary, and, if prepared, such accountants' letter to management. Each such unaudited financial statements prepared on a consolidating shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarterpresent USCI, Borrower and each other related Subsidiary of USCI separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingsFoothill USCI's Form 10-Q Quarterly Reports, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by USCI with the Securities and Exchange Commission.
(v) Within thirty (30) days after , if any, as soon as the last day same are filed, or any other information that is provided by USCI to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of each fiscal quarterUSCI or Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Foothill a certificate signed by the chief financial officer of USCI to the effect that: (i) all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of USCI and each Bank a report of any legal actions pending or threatened against its Subsidiaries, (ii) the representations and warranties of Borrower or any Subsidiary, which report shall include at a minimum contained in this Agreement and the claimant, the amount other Loan Documents are true and correct in all material respects on and as of the claim, the defendants named and the date of such claim. certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower agrees to cooperate is not in good faith default with respect to any additional information requested by of its obligations to any Bank Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details of each such default, (iv) Borrower is not in default with respect to any of its obligations under any agreement between Borrower and RadioShack, or, if Borrower is in such reports.
(b) Within thirty (30) days after default, specifying the last day details of each monthsuch default, (v) for each month that also is the date on which the covenant contained in Section 7.20 or an Event of Default in Section 8.14 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable covenant contained in Section 7.20 and the absence of an Event of Default under each applicable Event of Default in Section 8.14, and (vi) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), (iii), (iv), or (v) to the extent of any non- compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). In addition to the financial statements required to be delivered as set forth above, not later than 90 days prior to the end of USCI's fiscal year ending December 31, 1999, and not later than 90 days prior to the end of each fiscal year end of USCI occurring thereafter, Borrower shall deliver to Foothill consolidated and consolidating financial projections (including projected income statements, balance sheets and statements of cash flow, all projected on a monthly basis for the succeeding fiscal year and on an annual basis for each Bank fiscal year thereafter until the termination of this Agreement and in each case prepared on a Borrowing Base Certificate dated consolidated and signed by a Responsible Officer in substantially the form stand-alone basis), for USCI and each of Exhibit D hereto that provides the required information that is current within one day.
its Subsidiaries (c) Within thirty (30) days after the last day of each month, including Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time requestother Guarantors), in form reasonably acceptable each case, in form, substance (including the amount, and required timing, of any projected capital contributions) and detail satisfactory to the Banks. Each Bank Foothill in its sole and absolute discretion; all such financial projections shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiesbe reasonable, and shall not be certified by the chief financial officer of Borrower as having been prepared (1) in accordance with GAAP as and to the extent applicable to the preparation and presentation of financial projections, (2) on a good faith, best estimate basis, and (3) on the basis of assumptions believed by USCI and Borrower to be reasonable at the time made, and (4) on the basis of the best information then available to USCI and Borrower at the time made. Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning USCI and Borrower that Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Foothill, at Borrower's expense, copies of USCI's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose such to Foothill any information to any department of such Bank which provides investment they may have regarding USCI and stock brokerage servicesBorrower's business affairs and financial conditions.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank:
(a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 35 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement of Guarantor covering Borrower’s 's operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer;
(b) as soon as available, but in any event within 90 days after the end of Guarantor's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and unaudited consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) Guarantor prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that which is unqualified or qualified otherwise consented to in a manner acceptable to the Banks from writing by Bank on such consolidated financial statements of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.Bank;
(iiic) Within thirty (30) as soon as available, but in any event within 90 days after the last day end of each BSD's fiscal year, audited consolidated and unaudited consolidating financial statements of BSD prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified or otherwise consented to in writing by Bank on such consolidated financial statements of an independent certified public accounting firm reasonably acceptable to Bank;
(d) as soon as available, but in any event within 45 days after the end of Guarantor's fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent all reports on Form 10-Q filed by Guarantor with the manner Securities and format employed Exchange Commission;
(e) as soon as available, but in Borrower’s public filingsany event within 90 days after the end of Guarantor's fiscal year, and will be consistent all reports on Form 10-K filed by Guarantor with the information contained in Borrower’s public filings for the same periods.Securities and Exchange Commission;
(ivf) If if applicable, Borrower shall deliver to each Bank copies of all other statements, reports and notices sent or made available generally by Borrower or Guarantor to its security holders or to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.Debt;
(vg) Within thirty (30) days after the last day promptly upon receipt of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any SubsidiarySubsidiary that could result in damages or costs to Borrower or any Subsidiary of $250,000 or more;
(h) such budgets, which report shall include at a minimum sales projections, operating plans or other financial information generally prepared by Borrower in the claimant, the amount ordinary course of business as Bank may reasonably request from time to time;
(i) within 30 days of the claimlast day of each fiscal quarter, the defendants named a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the date status of such claim. Borrower agrees to cooperate any outstanding applications or registrations, as well as any material change in good faith with respect Borrower's Intellectual Property Collateral, including but not limited to any additional information requested subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by any Bank Borrower in connection with respect to such reports.this Agreement;
(bj) Within thirty (30) within 30 days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.hereto, together with aged listings by invoice date of accounts receivable and accounts payable;
(ck) Within thirty (30) within 35 days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.;
(dl) on or before January 31 of each year, a preliminary draft of Borrower's financial projections (including income statement and balance sheet) for the following fiscal year;
(m) on or before February 28 of each year, a copy of Borrower's financial projections (including income statement and balance sheet) for the following fiscal year, as approved by Borrower's Board of Directors;
(n) as soon as possible and in any event within 3 calendar days after becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto; and
(o) Bank shall provide such additional statements and information as any Bank may have a right from time to time requesttime, in form reasonably acceptable upon reasonable prior notice, hereafter to the Banks. Each Bank shall keep audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such information confidential which audits will be conducted no more often than every 6 months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Lender: (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to each Bank internally a company prepared consolidated balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified, in accordance with Section 6.4 below, by Borrower’s president, treasurer or chief financial statements.
officer (iieach, a “Responsible Officer”); (b) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified of a nationally recognized or qualified in a manner acceptable to the Banks from an other independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of DefaultLender; and (c) as soon as available, but in any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
event within ninety (iii) Within thirty (3090) days after the last day end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lenders may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal quarteryear of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filingsLender (i) promptly upon becoming available, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders holders; (ii) immediately upon receipt of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarternotice thereof, Borrower shall deliver to each Bank a report of any material legal actions pending or threatened against Borrower or the commencement of any Subsidiaryaction, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. proceeding or governmental investigation involving Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information is commenced that is current within one day.
reasonably expected to result in damages or costs to Borrower of One Hundred Fifty Thousand Dollars (c$150,000) Within thirty or more; and (30iii) days after the last day of each month, Borrower shall deliver to each Bank with the monthly such other financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank Lenders may reasonably request from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicestime.
Appears in 1 contract
Sources: Venture Loan and Security Agreement (Sunesis Pharmaceuticals Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) no later than 45 days after the last day of each month, a company prepared consolidated balance sheet and income statement, prepared under GAAP, consistently applied, without footnotes and subject to year-end adjustments, covering Borrower’s consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank; (ii) as soon as available, but no later than 120 days after the last day of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with under GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion on such financial statements that which is unqualified or qualified in a manner acceptable as is otherwise consented to by Bank on the Banks financial statements from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) within 5 days after of filing, notice to Bank of the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies filing of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission.
Commission (“SEC”) unless such 10-K, 10-Q, and 8-K reports are available in the SEC’s ▇▇▇▇▇ database in which case Borrower shall not be required to deliver the same; (iv) as soon as available but in no event after December 20 of every year, Borrower’s budget and financial projections as approved by the Borrower’s Board of Directors; (v) Within thirty such other financial information Bank reasonably requests; and (30vi) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report prompt notice of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum material change in the claimant, the amount composition of the claimIntellectual Property, the defendants named and the date including any subsequent ownership right of such claim. Borrower agrees to cooperate in good faith with respect or to any additional information requested by Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank with respect to such reportsor knowledge of an event that materially adversely affects the value of the Intellectual Property.
(b) Within thirty (30) 45 days after the last day of each month, Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E heretoC.
(c) Within 30 days after the last day of each month, Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit D, with aged listings of accounts receivable and accounts payable.
(d) Borrower shall provide such additional statements Bank has the right to audit Borrower’s Collateral at Borrower’s expense, but the audits will be conducted no more often than every year unless an Event of Default has occurred and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Sources: Loan and Security Agreement (Quicklogic Corporation)
Financial Statements, Reports, Certificates. Deliver to Foothill: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) 45 days after the end of each month during each of Borrower’s 's fiscal yearyears, Borrower shall deliver to a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (b) as soon as available, but in any event within 90 days after the end of each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidatingBorrower's fiscal years, financial statements of Borrower (including a balance sheetfor each such fiscal year, an income statement audited by independent certified public accountants reasonably acceptable to Foothill and a statement of retained earningscertified, each with the related notes and changes in the financial position for without any qualifications, by such year and setting forth in comparative form the figures for the prior year) accountants to have been prepared in accordance with GAAP, consistently applied, together with (with respect a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the CPA prepared statements) an opinion on such financial statements that is unqualified existence of any Default or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default. Such audited financial statements shall include a balance sheet, any Bank may request profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower shall so provide audited CPA prepared consolidating is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarterreferred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to each Bank a statement of Foothill Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings's Form 10-Q Quarterly Reports, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities and all reports on Forms Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission.
(v) Within thirty (30) days after , if any, as soon as the last day same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of each fiscal quarterBorrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to each Bank Foothill a report certificate signed by its Treasurer to the effect that: (i) all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of any legal actions pending or threatened against unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower or any Subsidiary, which report shall include at a minimum contained in this Agreement and the claimant, the amount other Loan Documents are true and correct in all material respects on and as of the claim, the defendants named and the date of such claim. Borrower agrees certificate, as though made on and as of such date (except to cooperate the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in good faith with respect Section 7.20 is to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each monthbe tested, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Responsible Officer Default or Event of Default (or, in substantially the form case of Exhibit E hereto.
clauses (d) i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall provide such additional statements have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information as any Bank concerning Borrower that Foothill may from time request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to time requestdeliver to Foothill, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiesat Borrower's expense, copies of Borrower's financial statements, papers related thereto, and shall not other accounting records of any nature in their possession, and to disclose such to Foothill any information to any department of such Bank which provides investment they may have regarding Borrower's business affairs and stock brokerage servicesfinancial conditions.
Appears in 1 contract
Sources: Loan and Security Agreement (Bpi Packaging Technologies Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall will deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty (120) no later than 30 days after the end last day of each month, a company prepared consolidated balance sheet and income statement together with a statement of cash flows covering Borrower's consolidated operations during the period, in a form and certified by a Responsible Officer acceptable to Bank; (ii) as soon as available, but no later than 120 days after the last day of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (with respect to except for a going concern qualification that does not constitute a Material Adverse Change) n the CPA prepared statements) an opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iii) Within thirty (30) within 5 days after the last day of each fiscal quarterfiling, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower's security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission.
; (viv) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a prompt report of any legal actions pending or threatened in writing against Borrower or any SubsidiarySubsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of $700,000 or more; (v) budgets, which report shall include at a minimum sales projections, operating plans or other financial information Bank reasonably requests; and (vi) prompt notice of any material change in the claimant, the amount composition of the claimIntellectual Property, the defendants named and the date including any subsequent ownership right of such claim. Borrower agrees to cooperate in good faith with respect or to any additional information requested by Copyright, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank with respect or knowledge of an event that materially adversely affects the value of the Intellectual Property. Prior to such reports.
(b) Within thirty (30) each and every Credit Extension and in any event within 30 days after the last day of each month, Borrower shall will deliver to each Bank a Borrowing Base Certificate dated and Certificates signed by a Responsible Officer in substantially the form forms of Exhibit D hereto that provides C and E, with aged listings of accounts receivable and accounts payable, together with Inventory reports reasonably requested by Bank. Each Credit Extension under the required information that is current within one day.
(c) Exim Committed Line shall be supported by Export Orders in connection with such Credit Extension. Within thirty (30) 30 days after the last day of each month, Borrower shall will deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
D. Bank has the right to audit Borrower's Collateral at Borrower's expense, but the audits will be conducted no more often than twice yearly, during normal business hours, upon two (d2) Business Days advance notice (telephonic or otherwise), except that during the existence of an Event of Default no such frequency or business hours limitations or notice requirements shall apply. Borrower shall provide will deliver to Bank such additional statements and information other reports as any reasonably requested by Bank may from time to time time. Borrower shall deliver all reports, certificates and other documents to Bank as provided in the Borrower Agreement, including, without limitation, the Borrowing Base Certificates on a monthly basis as described on Exhibit D hereof, copies of Export Orders and any other information that Bank and Exim Bank may reasonably request. Inventory; Returns. Borrower will keep all Inventory in good and marketable condition, free from material defects except for Inventory for which adequate reserves have been made in form reasonably acceptable accordance with GAAP, which reserves have been, and at all times will be with respect to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been Exim Eligible Inventory, disclosed to third partiesBank in Borrower's Exim Borrowing Base Certificate. Returns and allowances between Borrower and its account debtors will follow Borrower's customary practices as they exist at execution of this Agreement. Borrower must promptly notify Bank of all returns, recoveries, disputes and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicesclaims, that involve more than $1,500,000.
Appears in 1 contract
Financial Statements, Reports, Certificates. Borrower agrees to deliver to Foothill: (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth during each of Borrower's fiscal years, Borrower shall deliver to each Bank internally a company prepared consolidated financial statements.
balance sheet, income statement, and cash flow statement covering Borrower's operations during such period; and (iib) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty ninety (12090) days after the end of each of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidatingyears, financial statements of Borrower (including a balance sheetfor each such fiscal year, an income statement reviewed by independent certified public accountants acceptable to Foothill and a statement of retained earningscertified, each with the related notes and changes in the financial position for without any qualifications, by such year and setting forth in comparative form the figures for the prior year) accountants to have been prepared in accordance with GAAP, consistently applied, together with (with respect a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the CPA prepared statements) an opinion on such financial statements that is unqualified existence of any event or qualified in a manner acceptable to the Banks from an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of condition constituting an Event of Default, any Bank may request or that would, with the passage of time or the giving of notice, constitute an Event of Default. Such reviewed financial statements shall include a balance sheet, profit and loss statement, and cash flow statement, and such accountants' letter to management. Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower have issued written instructions to its security holders independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrower that Foothill may request. If Borrower is a parent company of one or more subsidiaries, or affiliates, or is a subsidiary or affiliate of another company, then, in addition to any holders of Subordinated Liabilities and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.
(v) Within thirty (30) days after the last day of each fiscal quarterfinancial statements referred to above, Borrower shall deliver to each Bank a report of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the date of such claim. Borrower agrees to cooperate in good faith with respect deliver financial statements prepared on a consolidating basis so as to any additional information requested by any Bank with respect present Borrower and each such related entity separately, and on a consolidated basis. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form Foothill, at Borrower's expense, copies of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each monthBorrower's financial statements, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(d) Borrower shall provide such additional statements and information as any Bank may from time to time request, in form reasonably acceptable to the Banks. Each Bank shall keep such information confidential which is marked “Confidential” and which has not been disclosed to third partiespapers related thereto, and shall not other accounting records of any nature in their possession, and to disclose such to Foothill any information to any department of such Bank which provides investment they may have regarding Borrower's business affairs and stock brokerage servicesfinancial conditions.
Appears in 1 contract
Sources: Security Agreement (Leisure Time Casinos & Resorts Inc)
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection Bank: (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
(i) As soon as available, but in any event within thirty (30) days after the end of each calendar quarter, Borrower shall deliver to each Bank internally prepared consolidated financial statements.
(ii) Beginning with the fiscal year ending December 31, 2005, as soon as available, but in any event within one hundred twenty ninety (12090) days after the end of Borrower’s 's fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an unqualified opinion on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an 18 independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
Bank; (iiib) Within thirty within forty-five (3045) days after of the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
(iv) If applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and Form 10-Q filed with the Securities and Exchange Commission.
Commission for such period; (vc) promptly upon receipt of notice thereof, a report of any legal actions pending against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (d) upon Bank's reasonable request, but in any event not less than once every calendar quarter, notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely effects the value of the Intellectual Property Collateral; and (e) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty forty-five (3045) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a report an aged listing of any legal actions pending or threatened against Borrower or any Subsidiary, which report shall include at a minimum the claimant, the amount of the claim, the defendants named accounts receivable and the date of such claimaccounts payable. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reports.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E C hereto.
(d) Borrower . Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower's Accounts at Borrower's expense, in form reasonably acceptable to the Banks. Each Bank shall keep provided that such information confidential which audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is marked “Confidential” and which has not been disclosed to third parties, and shall not disclose such information to any department of such Bank which provides investment and stock brokerage servicescontinuing.
Appears in 1 contract
Financial Statements, Reports, Certificates. (a) Borrower shall deliver to each Bank each and all of the financial statements, reports, certificates and other records referenced under this subsection (a) and such other statements, reports, certificates and records as any Bank may reasonably request from time to time.
Bank: (i) As as soon as available, but in any event within thirty (30) days after the end of each calendar quartermonth, Borrower shall deliver to other than forty-five (45) days after the (a) last day of each Bank internally prepared consolidated financial statements.
January and (b) the last day of each month following the last month of each fiscal quarter (i.e. for the months of April, July, and October); (ii) Beginning with forty-five (45) days after the fiscal year ending December 31end of each of the first three calendar quarters, 2005company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’s fiscal year, Borrower shall deliver to each Bank audited CPA prepared consolidated and, upon request of any Bank, internally prepared consolidating, and consolidating financial statements of Borrower (including a balance sheet, an income statement and a statement of retained earnings, each with the related notes and changes in the financial position for such year and setting forth in comparative form the figures for the prior year) prepared in accordance with GAAP, consistently applied, together with (with respect to the CPA prepared statements) an opinion which is unqualified (including no going [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements that is unqualified or qualified in a manner acceptable to the Banks from of an independent certified public accounting firm reasonably acceptable to the Banks. After the occurrence of an Event of Default, any Bank may request and Borrower shall so provide audited CPA prepared consolidating statements which meet the foregoing requirements established for consolidated statements.
(iii) Within thirty (30) days after the last day of each fiscal quarter, Borrower shall deliver to each Bank a statement of Borrower’s Net Finance Receivable prepared and presented in a manner and format consistent with past practice and consistent with the manner and format employed in Borrower’s public filings, and will be consistent with the information contained in Borrower’s public filings for the same periods.
Bank; (iv) If if applicable, Borrower shall deliver to each Bank copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Liabilities Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Fifty Thousand Dollars ($150,000) or more; (vi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time.
(va) Within thirty (30) days after the last day of each fiscal quartermonth, Borrower shall deliver to each Bank a report Borrowing Base Certificate signed by a Responsible Officer in substantially the form of any legal actions pending or threatened against Borrower or any SubsidiaryExhibit D hereto, which report shall include at a minimum the claimant, the amount of the claim, the defendants named and the together with aged listings by invoice date of such claim. Borrower agrees to cooperate in good faith with respect to any additional information requested by any Bank with respect to such reportsaccounts receivable and accounts payable.
(b) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank a Borrowing Base Certificate dated and signed by a Responsible Officer in substantially the form of Exhibit D hereto that provides the required information that is current within one day.
(c) Within thirty (30) days after the last day of each month, Borrower shall deliver to each Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.
(c) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.
(d) Borrower Bank shall provide such additional statements and information as any Bank may have a right from time to time requesthereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense (not to exceed Three Thousand Five Hundred Dollars ($3,500), in form reasonably acceptable unless an Event of Default has occurred and is continuing, per audit or appraisal), provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing. Borrower may deliver to the Banks. Each Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall keep such be entitled to rely on the information confidential which is marked “Confidential” contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and which has not been disclosed to third partiesthe Compliance Certificate, and shall not disclose such information to any department each bearing the physical signature of such Bank which provides investment and stock brokerage servicesthe Responsible Officer.
Appears in 1 contract