Financial Information, Reports, Notices, etc Sample Clauses
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Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Administrative Agent copies of the following financial statements, reports, notices and information:
(a) as soon as available and in any event within 45 days (or, if SEC Form 12b-25 is filed in respect of such Fiscal Quarter, 50 days or such shorter period for the filing of the Borrower's Form 10-Q as may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings, stockholders' equity and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by a Financial Officer of the Borrower, it being understood and agreed that the delivery of the Borrower's Form 10-Q (as filed with the SEC), if certified as required in this clause (a), shall satisfy the requirements set forth in this clause, together with a certificate from a Financial Officer of the Borrower (a "COMPLIANCE CERTIFICATE") containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in the Financial Covenants and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officer has become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it;
(b) as soon as available and in any event within 90 days (or, if SEC Form 12b-25 is filed in respect of such Fiscal Year, 105 days or such shorter period as may be required for the filing of the Borrower's Form 10-K by the SEC) after the end of each Fiscal Year of the Borrower, a copy of the annual audit report for such Fiscal Year for the Guarantor and its Borrower, including therein a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings, stockholders' equity and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification...
Financial Information, Reports, Notices, etc. Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender (via Intralinks or any other method reasonably acceptable to the Administrative Agent) copies of the following financial statements, reports, notices and information:
(a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Borrower commencing with the Fiscal Quarter ending March 31, 2007, (i) a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such Fiscal Quarter and for the same period in the prior Fiscal Year and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (including a note with a consolidated statement of revenues, assets and EBITDA for each Non-Guarantor Subsidiary with revenues in excess of $5 million individually (and in the aggregate with revenues in excess of $10 million)), certified by a Financial Officer of Borrower as fairly presenting in all material respects the financial position, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP consistently applied, (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, as compared to the comparable periods in the previous Fiscal Year and budgeted amounts and (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Borrower for such Fiscal Quarter and for the then elapsed portion of the Fiscal Year, showing variance, by dollar amount and percentage, from amounts for the comparable periods in the previous Fiscal Year and budgeted amounts (it being understood that any such information may be furnished in the form of a Form 10-Q);
(b) as soon as available and in any event within (x) 120 days (or such earlier time as Borrower may be required to file a Form 10-K with the SEC) after the end of Fiscal Year 2006 (it being agreed that Borrower shall furnish unaudited management accounts in the form of a consolidated balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Year and con...
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
a. as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of the Borrower’s report on Form 10-Q (or any successor form) as filed by the Borrower with the SEC for such Fiscal Quarter, containing unaudited consolidated financial statements of the Borrower for such Fiscal Quarter (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments;
b. as soon as available and in any event within 120 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by the Borrower with the SEC for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statement) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standing;
c. together with each of the statements delivered pursuant to the foregoing clause (a) or (b), a certificate, executed by the chief financial officer, the treasurer or the corporate controller of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year compliance with the covenants set forth in Section 7.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. as soon as possible after the occurrence of a Default or Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower has taken and proposes to take with respect thereto;
e. as soon as the Borrower becomes aware thereof, notice of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SEC;
f. as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion, would be expected to materially adversely affect the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole;
g. promptly af...
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and each Agent copies of the following financial statements, reports, notices and information:
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent the following financial statements, reports, notices and information:
a. not later than 120 days after the end of each Fiscal Year its unaudited financial statements for each of its Fiscal Years. Each set of financial statements delivered pursuant to this Section 7.1.1 (a) shall be in accordance with GAAP and certified as to their correctness in all material respects by the chief financial officer or the treasurer of the Borrower;
b. as soon as possible after the occurrence of a Default or Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower has taken and proposes to take with respect thereto;
c. as soon as the Borrower becomes aware thereof, notice of any Material Litigation except to the extent that such Material Litigation is disclosed by the Guarantor in filings with the SEC; provided that the Borrower shall have given the Administrative Agent notice of the posting of any such filing;
d. as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion, would be expected to materially adversely affect its business, operations or financial condition; and
e. such other information respecting the condition or operations, financial or otherwise, of the Borrower as any Lender through the Administrative Agent may from time to time reasonably request.
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Agent, the Collateral Agent and each Lender copies of the following financial statements, reports, notices and information (except, in the case of non-public information, as any such Lender shall have notified the Borrower and the Administrative Agent in writing that such Lender shall not be furnished with such financial statements, reports, notices and information):
Financial Information, Reports, Notices, etc. The Company will furnish or cause to be furnished to the Administrative Agent and each Lender copies of the following financial statements, reports, notices and information:
(a) (i) as soon as available and in any event within 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, an unaudited consolidated and consolidating balance sheet of the Borrowers and the Subsidiaries as of the end of such Fiscal Quarter and consolidated and consolidating statements of income and cash flow of the Borrowers and the Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including (in each case), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, certified as complete and correct by the chief financial or accounting Authorized Officer of the Company or the Treasurer or any Assistant Treasurer of the Company and (ii) as soon as available and in any event within 30 days after the end of each calendar month (starting with the calendar month ending August 31, 2001), a copy of the consolidated and consolidating balance sheet of the Borrowers and the Subsidiaries as of the end of such calendar month, and the related consolidated and consolidating statements of income and cash flow of the Borrowers and the Subsidiaries for such calendar month and for the period commencing at the end of the previous Fiscal Year and
Financial Information, Reports, Notices, etc. (a) The Company will furnish to the Administrative Agent (which shall promptly forward a copy to each Bank) copies of the following financial statements (which shall be prepared on a consolidated basis if the Company shall have any Subsidiaries), reports and information:
(i) Within 120 days after the close of each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal year and the related statements of income, capitalization, cash flows and retained earnings, each prepared in accordance with GAAP consistently applied (except for changes in which the Company’s independent certified public accountants concur) in reasonable detail and certified by a firm of independent certified public accountants selected by the Company; and
(ii) Within 60 days after the close of each of the first three quarters of the Company’s fiscal year, the unaudited quarterly interim financial reports of the Company. Delivery by the Company of copies of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Company’s obligation under clause (i) of this Section 6.1(a) with respect to such year, and delivery by the Company to the Banks of a copy of the Company’s Quarterly Report on Form 10-Q filed with such Commission for any quarter shall satisfy the Company’s obligation under clause (ii) of this Section 6.1(a) with respect to such quarter. The Company will also furnish to the Administrative Agent (which shall promptly forward a copy to each Bank), together with the financial statements required under this Section 6.1(a), copies of a compliance certificate in substantially the form of Exhibit D signed by an Authorized Officer showing the calculations necessary to determine compliance with Section 6.10 of this Agreement.
(b) The Company shall promptly, from time to time, furnish to any Bank such information regarding the operations, business affairs and financial condition of the Company as such Bank (acting through the Administrative Agent) may reasonably request.
Financial Information, Reports, Notices, etc. Compliance with Laws, etc SECTION 7.1.3. Maintenance of Properties SECTION 7.1.4. Insurance
Financial Information, Reports, Notices, etc the Borrower may provide to the Facility Agent all information, documents and other materials that it furnishes to the Facility Agent hereunder, including all notices, requests, financial statements, financial and other reports, certificates and other materials, by transmitting the same to the Facility Agent in an electronic/soft medium in a format acceptable to the Facility Agent, promptly followed by an original thereof (unless the Facility Agent agrees otherwise); provided that any such items requested pursuant to Clause 8.1(j) or 8.1(k) shall be in a format acceptable to the Borrower and the Facility Agent and any such items requested pursuant to Clause 8.1(l) shall be in a format acceptable to BpiFAE.