Financial Information, Reports, Notices, etc. The Borrower will furnish or cause to be furnished to the Lender copies of the following financial statements, reports, notices and information: as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower and its 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 Borrower; as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, a copy of the consolidated balance sheet of the Borrower and its Subsidiaries, and the related consolidated statements of stockholders’ equity and cash flow and the consolidated statements of income of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by independent public accountants acceptable to the Lender, stating that, in performing the examination necessary to deliver the audited financial statements of the Borrower, no knowledge was obtained of any Default or Event of Default; concurrently with the delivery of the financial information pursuant to clauses (a) and (b), a Compliance Certificate, executed by the chief executive, financial or accounting Authorized Officer of the Borrower, (i) showing compliance with the financial covenants set forth in Section 8.4, (ii) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect thereto) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarter; as soon as possible and in any event within five (5) days after the Borrower or any of its Subsidiaries obtains knowledge of the occurrence of a Default or Event of Default, a statement of the chief executive, financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; as soon as possible and in any event within five (5) days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Item 6.7 of the Disclosure Schedule or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, copies of all documentation relating thereto; promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from the Borrower’s audit committee, copies of all “management letters” submitted to the Borrower by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the Borrower, an unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flow flows of the Borrower and its 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 accounting or financial or accounting Authorized Officer of the Borrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal YearYear of the Borrower, a complete copy of the consolidated balance sheet of annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the related end of such Fiscal Year and consolidated statements of stockholders’ equity earnings and cash flow and the consolidated statements of income flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited each case certified (without any Impermissible Qualification) by Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the LenderAgent and the Required Lenders, stating together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in performing making the examination necessary to deliver for the audited financial statements signing of the Borrowersuch annual report by such accountants, no knowledge was obtained they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have 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; concurrently with (c) as soon as available and in any event within 45 days after the delivery end of the financial information pursuant to clauses (a) and (b)each Fiscal Quarter, a Compliance Certificatecertificate, executed by the chief executive, accounting or financial or accounting Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) (i) showing compliance with the financial covenants set forth in Section 8.47.2.4, (ii) stating that no Default or Event containing a computation of Default has occurred and is continuing the Consolidated Interest Coverage Ratio (or, if a Default or Event as defined in the Indenture) as of Default has occurred, specifying the details date of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect thereto) statements and (iii) showing the outstanding balance of listing all Revolving Loans as of the applicable Fiscal Quarter; as soon as possible material Contingent Liabilities entered into by Borrower and in any event within five (5) days after the Borrower or any of its Subsidiaries obtains knowledge of since the previous Compliance Certificate; (d) forthwith upon the occurrence of a Default or Event of each Default, a statement of the chief executive, accounting or financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (e) as soon as possible and in any event within five (5) three days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding proceeding, or labor controversy described in Item 6.7 of the Disclosure Schedule Section 6.7, or (ii) the commencement of any labor controversy, litigation, action, action or proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, and copies of all documentation relating thereto; (f) promptly after the sending or filing thereof, copies of all reportsreports which the Borrower sends to any of its security holders, notices, prospectuses and all reports and registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) or the failure to make a required contribution to any Pension Plan Plan, if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA, (iii) or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from and (h) such other information respecting the Borrower’s audit committeecondition or operations, copies financial or otherwise, of all “management letters” submitted to the Borrower by or any of its Subsidiaries as any Lender through the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender Agent may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate)request.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the Borrower, an unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flow flows of the Borrower and its 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 accounting or financial or accounting Authorized Officer of the Borrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal YearYear of the Borrower, a complete copy of the consolidated balance sheet of annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the related end of such Fiscal Year and consolidated statements of stockholders’ equity earnings and cash flow and the consolidated statements of income flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited each case certified (without any Impermissible Qualification) by Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the LenderAgent and the Required Lenders, stating together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in performing making the examination necessary to deliver for the audited financial statements signing of the Borrowersuch annual report by such accountants, no knowledge was obtained they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have 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; concurrently with (c) as soon as available and in any event within 45 days after the delivery end of the financial information pursuant to clauses (a) and (b)each Fiscal Quarter, a Compliance Certificatecertificate, executed by the chief executive, accounting or financial or accounting Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) (i) showing compliance with the financial covenants set forth in Section 8.4, 7.2.4 and (ii) stating that no Default or Event containing a computation of Default has occurred and is continuing the Consolidated Interest Coverage Ratio (or, if a Default or Event of Default has occurred, specifying as defined in the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect theretoIndenture) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarterdate of such statements; as soon as possible and in any event within five (5d) days after the Borrower or any of its Subsidiaries obtains knowledge of forthwith upon the occurrence of a Default or Event of each Default, a statement of the chief executive, accounting or financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (e) as soon as possible and in any event within five (5) three days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding proceeding, or labor controversy described in Item 6.7 of the Disclosure Schedule Section 6.7, or (ii) the commencement of any labor controversy, litigation, action, action or proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, and copies of all documentation relating thereto; (f) promptly after the sending or filing thereof, copies of all reportsreports which the Borrower sends to any of its securityholders, notices, prospectuses and all reports and registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) or the failure to make a required contribution to any Pension Plan Plan, if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA, (iii) or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from and (h) such other information respecting the Borrower’s audit committeecondition or operations, copies financial or otherwise, of all “management letters” submitted to the Borrower by or any of its Subsidiaries as any Lender through the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender Agent may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate)request.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The -------------------------------------------- Borrower will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the Borrower, an unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flow flows of the Borrower and its 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 accounting or financial or accounting Authorized Officer of the Borrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal YearYear of the Borrower, a complete copy of the consolidated balance sheet of annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the related end of such Fiscal Year and consolidated statements of stockholders’ equity earnings and cash flow and the consolidated statements of income flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited each case certified (without any Impermissible Qualification) by Xxxxxx Xxxxxxxx & Co. or other independent public accountants selected by the Borrower and reasonably acceptable to the LenderAgent and the Required Lenders, stating together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest ------------- Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in performing making the examination necessary to deliver for the audited financial statements signing of the Borrowersuch annual report by such accountants, no knowledge was obtained they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have 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; concurrently with (c) as soon as available and in any event within 45 days after the delivery end of the financial information pursuant to clauses (a) and (b)each Fiscal Quarter, a Compliance Certificatecertificate, executed by the chief executive, accounting or financial or accounting Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) (i) showing compliance with the financial covenants set forth in Section 8.4, 7.2.4 and (ii) stating that no Default or Event ------------- containing a computation of Default has occurred and is continuing the Consolidated Interest Coverage Ratio (or, if a Default or Event of Default has occurred, specifying as defined in the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect theretoIndenture) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarterdate of such statements; as soon as possible and in any event within five (5d) days after the Borrower or any of its Subsidiaries obtains knowledge of forthwith upon the occurrence of a Default or Event of each Default, a statement of the chief executive, accounting or financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (e) as soon as possible and in any event within five (5) three days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding proceeding, or labor controversy described in Item 6.7 of the Disclosure Schedule Section 6.7, or (ii) the ----------- commencement of any labor controversy, litigation, action, action or proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, and copies of ----------- all documentation relating thereto; (f) promptly after the sending or filing thereof, copies of all reportsreports which the Borrower sends to any of its securityholders, notices, prospectuses and all reports and registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) or the failure to make a required contribution to any Pension Plan Plan, if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA, (iii) or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from and (h) such other information respecting the Borrower’s audit committeecondition or operations, copies financial or otherwise, of all “management letters” submitted to the Borrower by or any of its Subsidiaries as any Lender through the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender Agent may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate)request.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The -------------------------------------------- Borrower will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the Borrower, an unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flow flows of the Borrower and its 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 accounting or financial or accounting Authorized Officer of the Borrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal YearYear of the Borrower, a complete copy of the consolidated balance sheet of annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the related end of such Fiscal Year and consolidated statements of stockholders’ equity earnings and cash flow and the consolidated statements of income flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited each case certified (without any Impermissible Qualification) by Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the LenderAgent and the Required Lenders, stating together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest ------------- Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in performing making the examination necessary to deliver for the audited financial statements signing of the Borrowersuch annual report by such accountants, no knowledge was obtained they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have 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; concurrently with (c) as soon as available and in any event within 45 days after the delivery end of the financial information pursuant to clauses (a) and (b)each Fiscal Quarter, a Compliance Certificatecertificate, executed by the chief executive, accounting or financial or accounting Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) (i) showing compliance with the financial covenants set forth in Section 8.4, 7.2.4 and (ii) stating that no Default or Event ------------- containing a computation of Default has occurred and is continuing the Consolidated Interest Coverage Ratio (or, if a Default or Event of Default has occurred, specifying as defined in the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect theretoIndenture) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarterdate of such statements; as soon as possible and in any event within five (5d) days after the Borrower or any of its Subsidiaries obtains knowledge of forthwith upon the occurrence of a Default or Event of each Default, a statement of the chief executive, accounting or financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (e) as soon as possible and in any event within five (5) three days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding proceeding, or labor controversy described in Item 6.7 of the Disclosure Schedule Section 6.7, or (ii) the ----------- commencement of any labor controversy, litigation, action, action or proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, and copies of all documentation ----------- relating thereto; (f) promptly after the sending or filing thereof, copies of all reportsreports which the Borrower sends to any of its security holders, notices, prospectuses and all reports and registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) or the failure to make a required contribution to any Pension Plan Plan, if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA, (iii) or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from and (h) such other information respecting the Borrower’s audit committeecondition or operations, copies financial or otherwise, of all “management letters” submitted to the Borrower by or any of its Subsidiaries as any Lender through the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender Agent may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate)request.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish or cause to be furnished deliver to the Lender copies of Agent for distribution to the following financial statements, reports, notices and information: Lenders by posting to the Platform in compliance with Section 13.3(d): (a) as soon as available and in any event within sixty available, but no later than forty-five (6045) days after the end last day of each of Fiscal Quarter for the first three Fiscal Quarters of each Fiscal Yearthe Borrower in any fiscal year (which date shall be automatically extended for a period not to exceed ten (10) Business Days, an unaudited if and to the extent of any initial extension granted by SEC for 10-Q reporting for such period), a company prepared consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and sheet, cash flow and income statement (including year-to-date results) covering Loan Parties’ and their Subsidiaries consolidated operations during the period, prepared under GAAP in all material respects (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, setting forth in comparative form the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing corresponding figures as 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 inof the previous fiscal year, and year to date portion of, the immediately preceding Fiscal Yearall in reasonable detail, certified as complete and correct by an Authorized Officer and, if other than in the form required by the chief financial or accounting Authorized Officer of the BorrowerSEC, in a form reasonably acceptable to Agent; (b) as soon as available and in any event within available, but no later than ninety (90) days after the end last day of each Fiscal YearBorrower’s fiscal year (which date shall be automatically extended for a period not to exceed ten (10) Business Days, a copy if and to the extent of the consolidated balance sheet of the Borrower and its Subsidiaries, and the related consolidated statements of stockholders’ equity and cash flow and the consolidated statements of income of the Borrower and its Subsidiaries any initial extension granted by SEC for 10-K reporting for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Yearperiod), audited (without any Impermissible Qualification) by consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from a “big four” firm, or another independent certified public accountants accounting firm acceptable to the LenderRequired Lenders (and if other than a “big four” firm, stating is acceptable to Agent in its reasonable discretion); provided, that, in performing the examination necessary to deliver the audited financial statements of the Borrower, no knowledge was obtained of any Default or Event of Default; concurrently with the delivery of the financial information pursuant to clauses (a) and (b), such opinion may have a Compliance Certificate, executed by the chief executive, financial or accounting Authorized Officer of the Borrower, going concern qualification based solely on (i) showing compliance with the financial covenants set forth in Section 8.4, upcoming maturity date of the Obligations under this Agreement occurring within 12 months of the date of such audit or (ii) stating a determination that no Default or Event of Default any Loan Party has occurred and is continuing less than 12 months liquidity; (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect theretoc) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarter; as soon as possible and in any event within five (5) days after the Borrower or any Business Days of its Subsidiaries obtains knowledge of the occurrence of a Default or Event of Default, a statement of the chief executive, financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; as soon as possible and in any event within five (5) days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Item 6.7 of the Disclosure Schedule or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, copies of all documentation relating thereto; promptly after the sending delivery or filing thereof, copies of all reportsmaterial statements, notices, prospectuses reports and registration statements notices made available to Loan Parties’ security holders or to any holders of Junior Indebtedness and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of Borrower are traded and/or the Borrower SEC; (d) a prompt written report of any material legal actions pending or threatened in writing against any Loan Party or any of its Subsidiaries files Subsidiaries, which would require disclosure with the next periodic report of the Borrower with the SEC (or any national securities exchangein a Form 8-K); immediately upon becoming aware (e) prompt written notice of (i) an event that materially and adversely affects the institution value of any steps by the Borrower Material Intellectual Property or any other Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by property or assets of the Borrower or any of any its Subsidiaries resulting in a material liabilityLoss, fine which notice shall include whether such Loss is covered by insurance or penalty, notice thereof and copies if the insurance carrier has disclaimed coverage of all documentation relating thereto; promptly upon receipt thereof from the Borrower’s audit committee, copies of all “management letters” submitted to the Borrower by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate).Loss;
Appears in 1 contract
Samples: Security and Guaranty Agreement (iRhythm Technologies, Inc.)
Financial Information, Reports, Notices, etc. The Borrower will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of the Borrower, an unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flow flows of the Borrower and its 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 accounting or financial or accounting Authorized Officer of the Borrower; (b) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal YearYear of the Borrower, a complete copy of the consolidated balance sheet of annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the related end of such Fiscal Year and consolidated statements of stockholders’ equity earnings and cash flow and the consolidated statements of income flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited each case certified (without any Impermissible Qualification) by Xxxxxx Xxxxxxxx LLP or other independent public accountants selected by the Borrower and reasonably acceptable to the LenderAgent and the Required Lenders, stating together with a certificate from such accountants (i) containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.4 and (ii) containing a computation of the Consolidated Interest Coverage Ratio (as defined in the Indenture) as of the date of such statements and to the effect that, in performing making the examination necessary to deliver for the audited financial statements signing of the Borrowersuch annual report by such accountants, no knowledge was obtained they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have 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; concurrently with (c) as soon as available and in any event within 45 days after the delivery end of the financial information pursuant to clauses (a) and (b)each Fiscal Quarter, a Compliance Certificatecertificate, executed by the chief executive, accounting or financial or accounting Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) (i) showing compliance with the financial covenants set forth in Section 8.4, 7.2.4 and (ii) stating that no Default or Event containing a computation of Default has occurred and is continuing the Consolidated Interest Coverage Ratio (or, if a Default or Event of Default has occurred, specifying as defined in the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect theretoIndenture) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarterdate of such statements; as soon as possible and in any event within five (5d) days after the Borrower or any of its Subsidiaries obtains knowledge of forthwith upon the occurrence of a Default or Event of each Default, a statement of the chief executive, accounting or financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; (e) as soon as possible and in any event within five (5) three days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding proceeding, or labor controversy described in Item 6.7 of the Disclosure Schedule Section 6.7, or (ii) the commencement of any labor controversy, litigation, action, action or proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, and copies of all documentation relating thereto; (f) promptly after the sending or filing thereof, copies of all reportsreports which the Borrower sends to any of its security holders, notices, prospectuses and all reports and registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) or the failure to make a required contribution to any Pension Plan Plan, if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA, (iii) or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from and (h) such other information respecting the Borrower’s audit committeecondition or operations, copies financial or otherwise, of all “management letters” submitted to the Borrower by or any of its Subsidiaries as any Lender through the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender Agent may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate)request.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Agent copies of the following financial statements, reports, notices and information: (a) as soon as practicable, but in any event within 60 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of the Borrower beginning with the fiscal period ending December 31, 1996, consolidated (and to the extent that such are being prepared, consolidating) balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such period and the related consolidated (and, as to statements of income and cash flows, if applicable and to the extent that such are being prepared, consolidating) statements of income, surplus or partners' capital, cash flows and stockholders' equity of the Borrower and the Restricted Subsidiaries (i) for such period and (ii) (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case (except in the case of financial statements with respect to any quarter prior to the quarter ending December 31, 1997) in comparative form the consolidated and, where applicable and as appropriate, consolidating figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and 65 certified by an authorized financial officer of the Managing General Partner as presenting fairly, in all material respects, the information contained therein (subject to changes resulting from normal year-end adjustments), in accordance with GAAP applied on a basis consistent with prior fiscal periods, provided that delivery within the time period specified above of copies of the Public Partnership's quarterly report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements hereof to the extent such reports otherwise satisfy such requirements; (b) as soon as practicable but in any event within 120 days after the end of each Fiscal Year of the Borrower beginning with the Fiscal Year ending June 30, 1997 consolidated (and to the extent that such are being prepared, consolidating) balance sheets of the Borrower and the Restricted Subsidiaries as at the end of such year and the related consolidated (and, as to statements of income and cash flows, if applicable and to the extent that such are being prepared, consolidating) statements of income, partners' capital, cash flows and stockholders' equity of the Borrower and the Restricted Subsidiaries for such Fiscal Year, setting forth in each case (except in the case of the financial statements with respect to the Fiscal Year of the Borrower ending June 30, 1997)in comparative form the consolidated and, where applicable and to the extent that such are being prepared, consolidating figures for the previous Fiscal Year, all in reasonable detail, provided that delivery within the time period specified above of copies of the Public Partnership's annual report on Form 10-K prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements hereof to the extent such reports otherwise satisfy such requirements, and accompanied by a report thereon of Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing selected by the Borrower, which report shall state that such consolidated financial statements present fairly in all material respects the financial position of the Borrower and the Restricted Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with GAAP; (c) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower and its 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 Borrower; as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal Year, a copy of the consolidated balance sheet of the Borrower and its Subsidiaries, and the related consolidated statements of stockholders’ equity and cash flow and the consolidated statements of income of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by independent public accountants acceptable to the Lender, stating that, in performing the examination necessary to deliver the audited financial statements of the Borrower, no knowledge was obtained of any Default or Event of Default; concurrently with the delivery of the financial information pursuant to clauses (a) and (b), a Compliance Certificatecertificate, executed by the chief executive, financial or accounting Authorized Officer of the BorrowerBorrower or Managing General Partner, showing (iin reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) showing compliance with the financial 66 326 covenants set forth in Section 8.4, (ii) SECTION 8.2.4 and such other information as may reasonably be requested by the Agent and stating that no Default or Event of Default has occurred and is continuing (exists, or, if a Default or any Event of Default has occurredexists, specifying stating the details nature and status thereof; (d) promptly upon receipt thereof, copies of all reports, management letters and other detailed information (if any) prepared with respect to the Borrower or any Subsidiary by any independent public accountant in connection with each annual or interim audit of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect theretoPerson; (e) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarter; as soon as possible and in any event within five (5) days three Business Days after the Borrower or any of its Subsidiaries obtains knowledge of the occurrence of a Default or Event of each Default, a statement of the chief executive, financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes propose to take with respect thereto; (f) as soon as possible and in any event within five three Business Days after (5) days after the Borrower or any of its Subsidiaries obtains knowledge of (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding proceeding, or labor controversy described in Item 6.7 of the Disclosure Schedule SECTION 7.7 or (iiy) the commencement of any labor controversy, litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7SECTION 7.7, notice thereof and, to the extent the Lender requests, and copies of all documentation relating thereto; promptly (g) within five Business Days after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements and prospectuses which either the Borrower Borrower, the Managing General Partner or any of its Subsidiaries the Public Partnership files with the SEC Securities and Exchange Commission or any national securities exchange; (h) immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA, (iii) or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from the Borrower’s audit committee, copies of all “management letters” submitted to thereto or any assertion against the Borrower by or any Subsidiary or any member of the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in Controlled Group of withdrawal liability of any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Multiemployer Plan; and (i) within 60 Business Days after each Fiscal Quarter end, a certificate setting forth the net proceeds from Asset Dispositions, the application of such other financial and other information proceeds as the Lender may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate).permitted under 67 327
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower (a) Ambac Financial will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Administrative Agent copies of the following financial statements, reports, notices and information: (i) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal YearYear of Ambac Financial, an unaudited consolidated balance sheet sheets of the Borrower Ambac Financial and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income operations and of cash flow of the Borrower Ambac Financial and its 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 BorrowerAmbac Financial; (ii) as soon as available and in any event within ninety (90) 120 days after the end of each Fiscal YearYear of Ambac Financial, a copy of the consolidated balance sheet of the Borrower annual report for such Fiscal Year for Ambac Financial and its Subsidiaries, including therein consolidated balance sheets of Ambac Financial and its Subsidiaries as of the related end of such Fiscal Year and consolidated statements of stockholders’ equity operations and of cash flow and the consolidated statements of income of the Borrower Ambac Financial and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent and the Required Lenders by KPMG Peat Marwick or other independent public accountants acceptable to the Lender, stating that, in performing the examination necessary to deliver the audited financial statements of the Borrower, no knowledge was obtained of any Default or Event of Default; concurrently with the delivery of the financial information pursuant to clauses (a) and (b), a Compliance Certificate, executed by the chief executive, financial or accounting Authorized Officer of the Borrower, (i) showing compliance with the financial covenants set forth in Section 8.4, (ii) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default Administrative Agent and the action that the Borrower has taken or proposes to take with respect thereto) Required Lenders; and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarter; as soon as possible and in any event within five (5) days after the Borrower or any of its Subsidiaries obtains knowledge of the occurrence of a Default or Event of Default, a statement of the chief executive, financial or accounting Authorized Officer of the Borrower setting forth details of such Default of Event of Default and the action which the Borrower has taken and proposes to take with respect thereto; as soon as possible and in any event within five (5) days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Item 6.7 of the Disclosure Schedule or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to the extent the Lender requests, copies of all documentation relating thereto; promptly after the sending or filing thereof, copies of all reportsreports which Ambac Financial sends to its security holders generally, notices, prospectuses and all reports and all registration statements containing final prospectuses (excluding registration statements on SEC Form S-8 or any successor form) which the Borrower Ambac Financial or any of its Subsidiaries files with the SEC or any national securities exchange; immediately upon becoming aware of (i) the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from the Borrower’s audit committee, copies of all “management letters” submitted to the Borrower by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants; as soon as available and in any event within fifteen (15) days after the end of each Fiscal Year a copy of Borrower’s Annual Operating Plan; and such other financial and other information as the Lender may from time to time reasonably request (including information and reports in such detail as the Lender may request with respect to the terms of and information provided pursuant to the Compliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish furnish, or will cause to be furnished furnished, to each Lender and the Lender Agent copies of the following financial statements, reports, notices and information: (a) as soon as available and in any event within sixty forty-five (6045) days after the end of each of the first three Fiscal Quarters of each Fiscal Yearthe Borrower, an unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flow of the Borrower and its 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, together with comparable information adjusted to reflect any changes at the close of and including (in each case), in comparative form the figures for the corresponding Fiscal Quarter in, for the prior Fiscal Year and year to date for the corresponding portion of, of the immediately preceding previous Fiscal Year, Year in each case certified as complete and correct by a Financial Officer as fairly presenting the chief financial or accounting Authorized Officer position of the BorrowerBorrower and its consolidated Subsidiaries as of the date thereof and for the period then ended; (b) as soon as available and in any event within ninety (90) days after the end of each Fiscal YearYear of the Borrower, a copy of the consolidated balance sheet of annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the related end of such Fiscal Year and consolidated statements of stockholders’ equity earnings and cash flow and the consolidated statements of income cash flow of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited each case certified (without any Impermissible Qualification) by Deloitte & Touche or other independent public accountants reasonably acceptable to the LenderAgent and the Required Lenders, stating together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios contained in Section 7.2.4 and to the effect that, in performing making the examination necessary to deliver for the audited financial statements signing of the Borrowersuch annual report by such accountants, no knowledge was obtained they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default, together with a certificate showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Agent) the calculation of Excess Cash Flow and in each case certified as correct by a Financial Officer; (c) concurrently with the delivery of the financial information statements pursuant to clauses (a) and (b), a certificate from a Financial Officer that, to the best of his knowledge, each Obligor during the period covered by such financial statements has observed or performed all of its covenants and other agreements contained in this Agreement and the other Loan Documents required to be observed, performed or satisfied by it, and that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officer, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the chief executive, financial or accounting Authorized Officer of the Borrower, (iAgent) showing compliance with the financial covenants set forth in Section 8.4, 7.2.4; (iie) stating that no Default or Event of Default has occurred and is continuing (or, if a Default or Event of Default has occurred, specifying the details of such Default or Event of Default and the action that the Borrower has taken or proposes to take with respect thereto) and (iii) showing the outstanding balance of all Revolving Loans as of the applicable Fiscal Quarter; as soon as possible and in any event within five three (53) days Business Days after the Borrower or any of its Subsidiaries obtains knowledge of the occurrence of a each Default, Event of Default or Event of Defaultevent which would reasonably be expected to result in a Material Adverse Effect, a statement of the chief executive, financial or accounting an Authorized Officer of the Borrower setting forth details of reasonably detailed information regarding such Default of Default, Event of Default Default, or event and the action which the Borrower has taken and proposes to take with respect thereto; (f) as soon as possible and in any event within five ten (510) days after the Borrower or any of its Subsidiaries obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding proceeding, or labor controversy described in Item Section 6.7 of the Disclosure Schedule or (ii) the commencement of any labor controversy, litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice thereof and, to by an Authorized Officer of the extent the Lender requests, Borrower and copies of all documentation relating thereto; (g) promptly after the sending or filing thereof, copies of (i) all reports and documents which the Borrower or any of its Subsidiaries sends to its security holders generally, (ii) all reports, notices, prospectuses financial statements and registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; immediately upon becoming aware , except that the Borrower shall not be required to deliver any of the foregoing which has previously been delivered hereunder and (iiii) all default notices or notices of a "Cash Dominion Event" (as defined in the institution of any steps Existing Credit Agreement) delivered by the Borrower or any other Person of its Subsidiaries to terminate the agent under the Existing Credit Agreement to the extent not otherwise required to be delivered pursuant to this Section 7.1.1; (h) promptly upon becoming aware of any Pension Plan, (ii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to events which would give rise to a Lien mandatory prepayment under Section 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; promptly upon receipt thereof from the Borrower’s audit committee, copies of all “management letters” submitted to the Borrower by the independent public accountants referred to in clause (b) of Section 3.1.2.; (i) all such notices and documents required to be delivered pursuant to the Security Agreement, including, pursuant to Section 4.1.6 thereof; (j) promptly notify the Agent in connection writing of the details of (i) any loss or damage in excess of $1,000,000 involving the Collateral or which would result in any Material Adverse Effect and (ii) any action, suit or proceeding relating to Collateral having a value in excess of $1,000,000; (k) concurrently with the delivery of the financial statements pursuant to clause (b), a certificate of a Financial Officer (i) setting forth the information required pursuant to the disclosure schedule of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the most recent certificate delivered pursuant to this clause and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each audit made governmental, municipal or other appropriate office in each jurisdiction that is necessary to perfect the security interests under the Security Agreement; (l) promptly when available and, in any event, within fifteen (15) days of the end of the first Fiscal Quarter of each Fiscal Year a forecast in form and scope reasonably satisfactory to the Agent for such Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), which projections shall be accompanied by a certificate of a Financial Officer stating that such accountantsprojections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such projections are incorrect or misleading in any material respect; (m) as soon as available possible and in any event within fifteen three (153) Business Days after the occurrence thereof, notice of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000; (n) as soon as available, but in any event not later than forty-five (45) days after the end of each Fiscal Year Quarter or more frequently as the Agent may request, but no more frequently than monthly, in form and substance reasonably satisfactory to the Agent, in each case certified by a copy Financial Officer of Borrower’s Annual Operating Plan; the Borrower as true and such other financial correct: (i) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by the Borrower and the Guarantors in the immediately preceding Fiscal Quarter, subject to year-end or periodic adjustments or setting forth the amount of such rent or other amounts which have been deferred and remain payable and (ii) the addresses of all third party or new retail store locations of the Borrower or the Guarantors opened or closed since the date of the most recent certificate delivered to the Agent containing the information required under this clause (o), or if no such certificate has been delivered, then since the date hereof (and as to store locations closed, such information with respect to the sale of any assets at such store location as the Lender Agent may from time to time reasonably request request); (including o) such budgets, forecasts, projections and other information respecting the Collateral and reports in such detail the businesses of the Borrower and the Guarantors, as the Lender may request with respect Agent may, from time to time, reasonably request. The Agent is hereby authorized to deliver a copy of any financial statement or any other information relating to the terms businesses of the Borrower and information provided pursuant the Guarantors to any court or other governmental authority or to any participant or assignee or prospective Participant or assignee. The Borrower and the Guarantors hereby irrevocably authorize and direct all accountants or auditors to deliver to the Compliance Certificate).Agent at Borrower's expense, copies of the financial statements of the Borrower and the Guarantors and any reports or management letters prepared by such accountants or auditors on behalf of the Borrower and the Guarantors and disclose to the Agent such information as they may have regarding the businesses of the Borrower and the Guarantors. Any documents, schedules, invoices or other papers delivered to the Agent may be destroyed or otherwise disposed of by the Agent one (1) year after the same are delivered to the Agent, except as otherwise designated by the Borrower to the Agent in writing; and (p) such other information respecting the Collateral, the Negative Pledge Property, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request. SECTION 7.1.2
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