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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 6 contracts
Sources: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD), Amendment No. 4 in Connection With the Credit Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender Party) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. (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. (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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (g) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender Party through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Administrative Agent under subsections (a), ) through (b) and (gf) of this Section 7.1.1 6.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx; provided, however, that the Borrower shall as soon as reasonably practicable notify the Administrative Agent when such information required to be furnished to the Administrative Agent under subsections (c) and (d) of this Section 6.1.1 is made available free of charge on one of the websites listed in the preceding proviso.
Appears in 5 contracts
Sources: Credit Agreement, Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to furnish the Facility Agent (with sufficient copies for distribution to each Lender) Holder the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Company and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 in all material respects by the chief financial statements or accounting Authorized Officer 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 adjustmentsCompany;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Company and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Company and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants of recognized national standing or otherwise reasonably acceptable to the Majority Holders, and stating that, in performing the examination necessary to deliver the audited financial statements of the Borrower for Company, no knowledge was obtained of any Event of Default (or a statement as to 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 accountants' knowledge of independent public accountants any Event 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 AgentDefault);
d. as soon as possible (c) promptly after the occurrence same become publicly available, copies of a Default all periodic and other reports, proxy statements and other materials filed by the Company with the SEC or Prepayment Eventwith any national securities exchange, a statement of or distributed by the chief financial officer of the Borrower setting forth details of such Default or Prepayment Event (Company to its public security holders generally, as the case may bebe (other than registration statements on Form S-8, filings under Section 16(a) or 13(d) of the Exchange Act of 1934, as amended, and the action which the Borrower has taken and proposes routine filings related to take with respect theretoemployee benefit plans);
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. (d) promptly after the sending or filing upon receipt thereof, copies of all reports which "management letters" submitted to the Borrower sends to all holders of each security issued Company by the Borrower, independent public accountants referred to in clause (b) in connection with each audit made by such accountants; and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information Information required to be furnished delivered pursuant to the Facility Agent under subsections clauses (a), (b) and (gc) of this Section 7.1.1 subsection shall be deemed furnished to have been delivered on the date on which the Company provides notice to the Facility Agent when available free of charge Holder that such information has been posted on the Borrower’s Company's website, on the internet at the website address listed on such notice or at xxxx://xxx.xxxxxxxxxxx.xxx or www.sec.gov and accessible by the SEC’s website at xxxx://xxx.xxx.xxxHolder without charge.
Appears in 3 contracts
Sources: Convertible Note (America Online Latin America Inc), Convertible Note (America Online Latin America Inc), Convertible Note (America Online Latin America Inc)
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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. g. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (gf) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 3 contracts
Sources: Loan Agreement (Royal Caribbean Cruises LTD), Loan Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer 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 adjustmentsBorrower;
b. (b) as soon as available and in any event within 120 ninety (90) days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC 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, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (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 for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statement) and audited by PricewaterhouseCoopers LLP Borrower, no knowledge was obtained of any Default or another firm Event of independent public accountants of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief executive, financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 8.4, (in reasonable detail 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 appropriate calculations respect thereto) and computations in (iii) showing the outstanding balance of all respects reasonably satisfactory to Revolving Loans as of the Facility Agent)applicable Fiscal Quarter;
d. (d) 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 Prepayment EventEvent of Default, a statement of the chief executive, financial officer or accounting Authorized Officer of the Borrower setting forth details of such Default or Prepayment of Event (as the case may be) of Default and the action which the Borrower has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five (5) days after the Borrower becomes aware thereofor 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 of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECLender requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. such other information respecting (g) immediately upon becoming aware of (i) the condition or operations, financial or otherwise, 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 its Subsidiaries 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;
(h) 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;
(i) 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
(j) such other financial and other information as the Lender through the Facility Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Lender may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Surebeam Corp), Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Surebeam Corp)
Financial Information, Reports, Notices, etc. The Borrower will furnish, shall furnish or will cause to be furnished, furnished to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 forty-five (45) days after the end of each calendar quarter, unaudited Financial Statements of Sponsor and Borrower as of the first three Fiscal Quarters end of each Fiscal Year such quarter, together with a Financial Officer Certificate 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 the Financial Statements of Borrower and a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustmentsFinancial Officer Certificate of Sponsor for the Financial Statements of Sponsor;
b. (b) as soon as available and in any event within 120 one hundred twenty (120) days after the end of each Fiscal Year fiscal year of the BorrowerBorrower and Sponsor, a copy unaudited Financial Statements 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 Financial Statements of independent public accountants Sponsor, together with a Financial Officer Certificate of similar standingBorrower;
c. together with each of the statements delivered pursuant to the foregoing clause (ac) 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 and in any event within three (3) Business Days after Borrower obtains Knowledge of the occurrence of a Default or Prepayment EventEvent of Default, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth the details of such Default or Prepayment Event (as the case may be) of Default and the action which the Borrower has taken and proposes to take with respect thereto;
e. (d) the DOE Loan Information;
(e) the Master Holdco Information;
(f) once annually at the time of delivery of the Financial Statements provided in Section 6.4(b) above and 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 possible and in filings with the SEC;
f. as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion, would within ten (10) Business Days after any event that causes Sponsor Member’s Percentage Share to be expected to materially adversely affect the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole;
g. promptly after the sending or filing thereof, copies less than 11.26% of all reports which the Future Cash Distributions, a certificate of Borrower sends to all holders (and accompanying calculations) determining Sponsor Member’s Percentage Share of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchangeFuture Cash Distributions; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) when required by Section 2.6(d)(i), the notice of this Section 7.1.1 shall be deemed furnished to an event that reduces the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxPercentage Share.
Appears in 2 contracts
Sources: Loan Agreement (BrightSource Energy Inc), Loan Agreement (BrightSource Energy Inc)
Financial Information, Reports, Notices, etc. SECTION 7.1.1. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender and Finnvera, as the case may be) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 Administrative Agent);
d. (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. (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. (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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(h) as soon as the Borrower becomes aware thereof, notice of any suspension or revocation of the Purchased Vessel’s classification; and
h. (i) such other information (x) respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiaries, (y) respecting the transactions and documents related to the Purchased Vessel or the delivery of the Purchased Vessel or (z) as may be required to enable the Administrative Agent to obtain the full benefit of the Finnvera Guarantee, as any Lender or Finnvera, in either case through the Facility Agent Administrative Agent, may from time to time reasonably request; provided provided, however, that information required to be furnished to the Facility Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx.
Appears in 2 contracts
Sources: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender, the FEC Counterparty and FEC, as the case may be) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 Administrative Agent);
d. (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. (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. (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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(h) within seven days after the delivery of the Purchased Vessel, (i) evidence as to the ownership of such Vessel by the Borrower or a Principal Subsidiary, (ii) disclosure of all recorded Liens on such Vessel, (iii) evidence of the class of such Vessel; and (iv) evidence as to all required insurance being in effect with respect to such Vessel; and
h. (i) such other information respecting (x) the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries or (y) the transactions and documents related to the Purchased Vessel or the delivery of the Purchased Vessel, as any Lender Lender, FEC (through the Facility FEC Counterparty) or the FEC Counterparty through the Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 2 contracts
Sources: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. (d) as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and and, if it is continuing, the action actions which the Borrower has taken and and/or proposes to take with respect thereto;
e. (e) as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f) as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g) as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h) as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its 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. (i) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. (j) such other information respecting regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender and/or the Funding Entity (through the Facility Agent or the Funding Agents (as applicable)) may from time to time reasonably request;
(k) such other documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender and/or the Funding Entity) in order for the Facility Agent (or such Lender and/or the Funding Entity, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement, the other Finance Documents and the Funding Agreement; and
(l) such other documentation and information that COFACE may from time to time request, provided that information required to be furnished to the Facility Agent under subsections paragraphs (a), (b) and (gh) of this Section 7.1.1 Clause 8.1 (Financial Information, Reports, Notices, etc.) shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx; and provided further that the Facility Agent or the Funding Agents (as applicable) may disclose to COFACE and the Funding Entity the documentation and information received by or available to them pursuant to this Clause 8.1 (Financial Information, Reports, Notices, etc.) and any other documentation and information concerning the Borrower that COFACE may request from time to time or that the Funding Entity may reasonably request from time to time in connection with the Funding Agreement (subject, in all cases with respect to the Funding Entity, to the Funding Entity’s agreement to keep such information confidential on terms equivalent to those in Clause 13.15 (Confidentiality)).
Appears in 2 contracts
Sources: Facility Agreement (Royal Caribbean Cruises LTD), Facility Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. (a) The Borrower will furnishshall comply in all respects with its filing requirements under Section 13 or 15(d) of the Exchange Act, or will cause to be furnishedas applicable and shall, to contemporaneously with the Facility Agent (with sufficient copies for distribution to each Lender) the following filing of its quarterly unaudited and annual audited consolidated and consolidating financial statements, reportsdeliver to each Lender a Compliance Certificate and, notices contemporaneously with the delivery of its annual audited consolidated and information:consolidating financial statements, deliver to each Lender (unless an Event of Default has occurred and is continuing, in which case such delivery shall be upon the request of the Administrative Agent or the Required Lenders), a Perfection Certificate.
a. (b) The Borrower shall timely (without giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file (or furnish, as soon as available and applicable) all SEC Documents required to be filed with (or furnished to) the SEC pursuant to the Exchange Act. None of such SEC Documents, when filed or furnished, shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All financial statements including in any event within 60 days after such SEC Documents shall fairly present 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 position of the Borrower and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for such Fiscal Quarter (including a balance sheet the periods presented and profit and loss statement) shall have been prepared in accordance with GAAP, subject consistently applied (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments that are not material individually or in the aggregate and lack of footnote disclosures). Any audit adjustments;or report of the Borrower’s independent certified public accountants on any financial statements included in any such SEC Document shall (i) contain an unqualified opinion (subject to the exception set forth below in clause (ii) of this sentence), stating that such consolidated financial statements present fairly in all material respects the consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods presented and have been prepared in conformity with GAAP applied on a basis consistent with prior years, and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status (other than any such paragraph arising from the impending maturity of the Loans solely in the case of the audit delivered with respect to the fiscal year immediately prior to the fiscal year during which the applicable maturity is scheduled), and no financial statements included in any such SEC Document shall include any statement in the footnotes thereto that indicates there is substantial doubt about the Borrower’s ability to continue as a going concern (or any statement to similar effect).
b. as (c) If applicable, all calculations in any Compliance Certificate will be made in accordance with GAAP and the applicable terms and provisions of this Agreement and the other Loan Documents.
(d) As soon as available possible and in any event within 120 days three Business Days after the end Borrower obtains knowledge 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 Eventand/or Event of Default, the Borrower shall provide a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment and/or Event (as the case may be) of Default and the action which the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto;.
e. as soon as (e) Upon the Borrower becomes aware thereofreasonable request of the Administrative Agent or any Lender, 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 shall promptly deliver to the Administrative Agent or such Lender such additional business, financial, corporate affairs, items or documents related to creation, perfection, protection, maintenance, enforcement or priority of the Administrative Agent’s Liens in the Collateral and other information as a whole;
g. promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower Administrative Agent or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that , in each case, so long as such items, documents or information required are reasonably available to be furnished to or obtainable by, or in the Facility Agent under subsections possession or control of, the Borrower and its Subsidiaries (a)or its agents, (badvisors or other representatives) and (g) as of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free date of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxsuch request.
Appears in 2 contracts
Sources: Credit Agreement (Acutus Medical, Inc.), Credit Agreement (Acutus Medical, Inc.)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. (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. (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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (g) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Administrative Agent under subsections (a), ) through (b) and (gf) of this Section 7.1.1 6.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx; provided, however, that the Borrower shall as soon as reasonably practicable notify the Administrative Agent when such information required to be furnished to the Administrative Agent under subsections (c) and (d) of this Section 6.1.1 is made available free of charge on one of the websites listed in the preceding proviso.
Appears in 2 contracts
Sources: Term Loan Agreement (Royal Caribbean Cruises LTD), Term Loan Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to and each Lender) , copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 (provided that such comparative figures will not be required until the Fiscal Quarter ending on June 30, 2007), in each case, certified as complete and correct by the chief financial statements or accounting Authorized Officer 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. (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, that shall include a calculation of the financial covenants set forth in Section 7.2.4 and stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with appropriate calculations respect thereto), and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8);
d. (d) as soon as possible and in any event within five days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which that the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor any other Obligor 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, (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7 or (iii) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority (including under Environmental Laws or with respect to ERISA matters) against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or that any of its Subsidiaries Obligor files with the SEC SEC, the Regulatory News Service of the London Stock Exchange or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.;
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Energy Xxi (Bermuda) LTD), Second Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 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 copy 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 report on Form 10-Q (or any successor form) as filed by the Borrower with the SEC for such Fiscal QuarterSEC), containing unaudited consolidated financial statements 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 Fiscal Quarter (including a balance sheet certificate, such Financial Officer has not become aware of any Default or Event of Default that has occurred and profit 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 loss statement) prepared in accordance with GAAPthe steps, subject if any, being taken to normal year-end audit adjustmentscure it;
b. (b) as soon as available and in any event within 120 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 Borrower’s annual audit 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 for 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 including therein 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 consolidated balance sheet of the Borrower and its Subsidiaries taken 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) in a wholemanner reasonably acceptable to the Administrative Agent by Ernst & Young LLP or other independent public accountants reasonably acceptable to the Administrative Agent (it being understood and agreed that the delivery of the Borrower’s Form 10-K (as filed with the SEC), if certified as required in this clause (b), shall satisfy such delivery requirement in this clause), together with a Compliance Certificate and a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default under any of the Financial Covenants (which certificate may be limited to the extent required by accounting rules or guidelines);
g. promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders (c) no later than February 28 of each security issued by Fiscal Year of the Borrower, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year (including a projected consolidated balance sheet and all registration related statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, projected operations and cash flow as of the Borrower or any end of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (band for each Fiscal Quarter during such Fiscal Year) and (g) the next two succeeding Fiscal Years and, promptly when available, any significant revisions of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.such budgets;
Appears in 2 contracts
Sources: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Company and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Company (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of (commencing with the BorrowerFiscal Year ended December 31, 2017), a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Company and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Company and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingnational standing or otherwise reasonably acceptable to the Administrative Agent;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerCompany, showing, as (i) showing the calculation of the last day of the relevant Fiscal Quarter or Fiscal Year compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred and is continuing, specifying the details of such Default and the action that the Company or an Obligor has taken or proposes to take with appropriate calculations respect thereto) and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 2.9 and Section 7.1.8);
d. (d) as soon as possible and in any event within three Business Days after the Company or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Company setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Company or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three Business Days after the Borrower becomes aware thereofCompany or any other Obligor 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 of any Material Litigation except thereof and, 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 after the sending or filing thereofAgent requests, copies of all reports which documentation relating thereto;
(f) promptly upon (i) any officer of the Borrower sends Company becoming aware of the forthcoming occurrence of any ERISA Event that, alone or together with any other ERISA Event could reasonably be expected to all holders result in liability of each security issued the Company or any ERISA Affiliate in an aggregate amount exceeding $25,000,000, a statement of an Authorized Officer of the Company setting forth details as to such ERISA Event and the action, if any, that the Company proposes to take with respect thereto; or (ii) receipt by the Borrower, and all registration statements which the Borrower Company or any of its Subsidiaries files with ERISA Affiliates of notice from a Multiemployer Plan sponsor concerning an ERISA Event, such notice;
(g) promptly notify the SEC Agents and provide copies upon receipt of all material written claims, complaints, notices or inquiries relating to the condition of its facilities and properties in respect of, or as to any non-compliance with, Environmental Laws, or otherwise brought pursuant to Environmental Law, which non-compliance would reasonably be expected to result in a Material Adverse Effect.
(h) all Patriot Act Disclosures, to the extent reasonably requested by the Administrative Agent or any national securities exchangeof the Lenders;
(i) as soon as available and upon board approval or such other corporate approval, deliver to the Administrative Agent a detailed annual business plan and consolidated budget for the following Fiscal Year (including the Fiscal Year in which the Stated Term Maturity Date occurs) on a quarterly basis; and
h. (j) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; request (including information and reports in such detail as the Administrative Agent may request with respect to the terms of and information provided that information pursuant to the Compliance Certificate). Documents required to be furnished delivered pursuant to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 (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 furnished to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto, on the Company’s website; or (ii) on which such documents are transmitted by electronic mail to the Facility Administrative Agent; provided, that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent when available free of charge on the Borrower’s website posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; provided, further, that the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender upon its request (which may be at xxxx://xxx.xxxxxxxxxxx.xxx the request of a Lender) to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the SEC’s website at xxxx://xxx.xxx.xxxAdministrative Agent and maintaining its copies of such documents.
Appears in 2 contracts
Sources: Credit Agreement (Ferro Corp), Credit Agreement (Ferro Corp)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
a. (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 's report on Form 106-Q K (or any successor form) as filed by the Borrower with the SEC Securities and Exchange Commission 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. (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 's annual report on Form 1020-K F (or any successor form) as filed by the Borrower with the SEC Securities and Exchange Commission 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. (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 (a) compliance with the covenants set forth in Section SECTION 7.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent) and (b) any material changes to ITEM 6.11 of the Disclosure Schedule since the Closing Date or the last such certificate delivered pursuant to this clause (as the case may be);
d. (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. (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 SECLitigation;
f. (f) as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion, would be expected might have a material adverse effect on the Borrower's ability to materially adversely affect (i) pay when due principal of or interest on the business, operations Loans or financial condition of other amounts payable by the Borrower hereunder or (ii) perform its other obligations hereunder and its Subsidiaries taken as a wholeunder the other Loan Documents;
g. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 2 contracts
Sources: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event; within 45 days after the end of each Fiscal Quarter, an unaudited consolidated balance sheet of the Loan Parties as of the end of such Fiscal Quarter, and consolidated statements of income and cash flow of the Loan Parties for such period, 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 (subject to normal year-end audit adjustments);
(b) 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 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Lender, which shall include a calculation of the financial covenants set forth in Section 8.4 and stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause (a) or (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 8.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or any of its Subsidiaries has taken or proposes to take with respect thereto) and (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.8);
(d) upon the Lender’s prior written request made prior to the end of any Fiscal Year, within 45 days after the commencement of such Fiscal Year, an annual budget, a business plan and financial forecasts of the Borrower and its Subsidiaries for the then current Fiscal Year of the Borrower, in form and substance as approved by the board of directors of the Borrower, which shall include a projection of income and a projected cash flow statement for each Fiscal Quarter in such Fiscal Year and a projected balance sheet as of the end of each Fiscal Quarter in such Fiscal Year, in each case prepared in reasonable detail, with appropriate presentation and discussion (in reasonable detail detail) of the principal assumptions upon which such budgets and with appropriate calculations and computations in all respects reasonably satisfactory projections are based, which shall be accompanied by the statement of an Authorized Officer of the Borrower to the Facility Agent)effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Borrower for the respective periods covered thereby;
d. (e) as soon as possible and in any event within three (3) Business Days after the Borrower obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized 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. (f) as soon as possible and in any event within three (3) Business Days after the Borrower becomes aware thereofobtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 6.7(a) or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECLender requests, copies of all documentation relating thereto;
f. (g) as soon as possible and in any event within three (3) Business Days after the Borrower becomes obtains knowledge of any return, recovery, dispute or claim related to any Product or inventory that involves more than $100,000, written notice thereof from an Authorized Officer of the Borrower which notice shall include any statement setting forth details of such return, recovery, dispute or claim;
(h) promptly upon becoming aware thereofof (i) the institution of any steps by any Person to terminate any Pension Plan, notice (ii) the failure of any Loan Party or any ERISA Affiliate to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien on any Loan Party or any ERISA Affiliate under Section 303(k) of ERISA or under Section 430(k) of the Code, (iii) the taking of any action with respect to a Pension Plan which would reasonably be expected to result in the requirement that any such Person furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event which, in its reasonable opinion, with respect to any Pension Plan which would reasonably be expected to materially adversely affect result in the businessincurrence by any Loan Party or any ERISA Affiliate of any material liability, operations fine or financial condition penalty, notice thereof and copies of all documentation relating thereto, written notice thereof from an Authorized Officer of the Borrower and its Subsidiaries taken as Borrower, which notice shall include a wholestatement setting forth details of such events;
g. (i) promptly after the sending or filing upon receipt thereof, copies of all reports which the Borrower sends “management letters” (or equivalent) submitted to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files by the independent public accountants referred to in clause (b) in connection with the SEC or any national securities exchangeeach audit made by such accountants; and
h. (j) such other financial and other information respecting as the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Lender may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 2 contracts
Sources: Credit Agreement (Alliqua BioMedical, Inc.), Credit Agreement (Alliqua BioMedical, Inc.)
Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (i) as soon as available and in any event within 60 sixty (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 calendar quarter (or any successor form) as filed by the Borrower commencing with the SEC for such Fiscal Quartercalendar quarter ending on December 31, containing unaudited consolidated financial statements of the Borrower for such Fiscal Quarter (including 2007), a balance sheet and profit statement of equity of Borrower as of the end of such calendar quarter, certified as complete and loss statement) prepared in accordance with GAAPcorrect by an Authorized Officer of Borrower, subject to changes that would result from an audit and normal year-end audit adjustments;
b. (ii) as soon as available and in any event within 120 ninety (90) days after the end of each Fiscal Year fiscal year of the Borrower, a copy of the Borrower’s annual report on Form 10-K 's unaudited financial statements, including Borrower's balance sheet, income statement and the related statements of stockholders' equity for such fiscal year, certified as complete and correct by an Authorized Officer of Borrower;
(or any successor formiii) as filed by the Borrower concurrently with the SEC for such Fiscal Year, containing audited consolidated financial statements delivery of the Borrower for such Fiscal Year prepared in accordance with GAAP financial information pursuant to clauses (including a balance sheet and profit and loss statementi) 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 (bii), a certificate, executed by the chief financial officer, the treasurer or the corporate controller an Authorized Officer of the Borrower, showingstating that no Default or Event of Default has occurred and is continuing (or, as if a Default or Event of Default has occurred, specifying the last day details of such Default or Event of Default and the relevant Fiscal Quarter action that Borrower has taken or Fiscal Year compliance proposes to take 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 Agentrespect thereto);
d. (iv) within fifteen (15) days after the end of every other month commencing November, 2007, a status report regarding the Project (including (A) the status of negotiations of all Project Contracts and arrangements and a list of all contracts, subcontracts and agreements that Borrower is negotiating or which are subject to Borrower's approval (including a brief description thereof), (B) the status of all rights-of-way, easements, and other real property rights required for the Project, (C) the status of all Project Permits, and (D) a reconciliation of budgeted expenditures to date under the Development Loan Budget to actual expenditures to date, together with a narrative explanation of any material variances (the "Status Report"));
(v) as soon as possible and in any event within five (5) Business Days after Borrower obtains knowledge of the occurrence of a Default or Prepayment EventEvent of Default, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth the details of such Default or Prepayment Event (as the case may be) of Default and the action which the Borrower has taken and proposes to take with respect thereto;
e. (vi) upon request of Lender from time to time, a summary of all invoices accounting for any development cost in excess of $500,000 paid with the proceeds of a Loan (which summary may be included in the Status Report described in clause (iv) above);
(vii) [Intentionally omitted];
(viii) as soon as possible and in any event within seven (7) days after Borrower obtains knowledge of the occurrence of a termination of or breach beyond any applicable cure period by any Person under any Project Contract, a statement of an Authorized Officer of Borrower becomes aware thereofsetting forth the details of such breach and the action which Borrower has taken and proposes to take with respect thereto;
(ix) as soon as possible and in any event within seven (7) days after Borrower obtains knowledge of any impairment, revocation, withdrawal, expiration, or non-renewal of any Project Permit, a statement of an Authorized Officer of Borrower setting forth the details of such impairment, revocation, withdrawal, expiration, or non-renewal and the action which Borrower has taken and proposes to take with respect thereto;
(x) as soon as possible and in any event within seven (7) days after Borrower obtains knowledge of the commencement of any litigation, action, proceeding or labor controversy affecting Borrower or the Project, notice of any Material Litigation except thereof and, 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 after the sending or filing thereofLender requests, copies of all reports which pleadings and documentation relating thereto;
(xi) within ten (10) days after the Borrower sends end of every other month commencing November, 2007, a progress report regarding the Project summarizing (A) the results of drilling activities at the Project Site and (B) the results of drilling activities with respect to all holders of each security issued by geothermal production and injection well (the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange"Progress Report"); and
h. (xii) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 2 contracts
Sources: Development Loan Agreement (Nevada Geothermal Power Inc), Development Loan Agreement (Nevada Geothermal Power Inc)
Financial Information, Reports, Notices, etc. The Each Borrower will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. as soon as available and in any event (a) within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrowers and their Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Borrowers and their Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated financial statements of and including (in each case), in comparative form the Borrower figures for such 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 each Borrower (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 (b) within 120 90 days after the end of each Fiscal Year of the BorrowerYear, (i) a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Borrowers and their Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrowers and their Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, and stating that, in performing the examination necessary to deliver the audited financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP Borrowers and their Subsidiaries, no knowledge was obtained of any Event of Default and (including ii) a balance sheet management discussion and profit and loss statement) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standing;
c. together with each analysis of the figures in the financial statements delivered pursuant to under the foregoing clause (b)(i) in comparison with the figures for the immediately preceding Fiscal Year;
(c) concurrently with the delivery of the financial information pursuant to clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the each Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrowers or an Obligor has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8) and (iii) in reasonable detail and the case of a Compliance Certificate delivered concurrently with appropriate calculations and computations in all respects reasonably satisfactory the financial information pursuant to the Facility Agentclause (b), a calculation of Excess Cash Flow;
d. (d) as soon as possible and in any event within three days after any Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the each Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the any Borrower or any other Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three days after any Borrower or any other Obligor obtains knowledge of (i) the Borrower becomes aware thereofoccurrence 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 of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange;
(g) promptly upon becoming aware of (i) the institution of any steps by any 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 any Obligor 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 any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) (i) at the time of each prepayment required under Section 3.1.1, a certificate signed by an Authorized Officer of each Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days’ prior written notice of such prepayment specifying the principal amount of Loans to be prepaid;
(i) promptly upon receipt thereof, copies of all “management letters” submitted to any Borrower or any other Obligor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants;
(j) promptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt, copies of such notice or report;
(k) promptly and in any event within five Business Days following a reasonable request by any Lender made through the Administrative Agent, all documentation and other information such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and
h. (l) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 2 contracts
Sources: Credit Agreement (Sabre Industries, Inc.), Credit Agreement (Sabre Industries, Inc.)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative 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 Administrative 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[RESERVED];
g. promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 2 contracts
Sources: Credit Agreement (Royal Caribbean Cruises LTD), Hull No. S 677 Credit Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy balance sheet of the Borrower’s report on Form 10-Q (or any successor form) Borrower as filed by of the Borrower with the SEC for end of such Fiscal Quarter, containing unaudited consolidated financial Quarter and statements of earnings and cash flow of the Borrower for such Fiscal Quarter (including a balance sheet and profit for the period commencing at the end of the previous Fiscal Year and loss statement) prepared in accordance ending with GAAPthe end of such Fiscal Quarter, subject to normal year-end audit adjustmentscertified by the chief financial officer of the Borrower;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual audit 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 Year for the Borrower including therein a balance sheet of the Borrower as of the end of such Fiscal Year and a statement of earnings and cash flow of the Borrower for such Fiscal Year prepared Year, in accordance with GAAP each case certified (including without any Impermissible Qualification) in a balance sheet and profit and loss statement) and audited manner acceptable to the Lender by PricewaterhouseCoopers Arthur Andersen, LLP or another firm of other independent public accountants axxxxxxbxx xx xxe Lender, together with a certificate from such accountants containing a computation of, and showing compliance with, the financial ratio and restriction contained in Section 7.2.4 and to the effect that, in making the examination necessary for the signing of similar standingsuch annual report by such accountants, 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;
c. together with (c) as soon as available and in any event within 45 days after the end of each of the statements delivered pursuant to the foregoing clause (a) or (b)Fiscal Quarter, a certificate, executed by the chief financial officer, the treasurer or the corporate controller officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent)Lender) compliance with the financial covenant set forth in Section 7.2.4;
d. (d) as soon as possible and in any event within three days after the occurrence of a Default or Prepayment Eventeach Default, 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. (e) as soon as possible and in any event within three days after (x) the Borrower becomes aware thereofoccurrence of any adverse development with respect to any litigation, action, proceeding or labor controversy described in Section 6.7 or (y) the commencement of any labor controversy, litigation, action or proceeding of the type described in Section 6.7, notice thereof and copies of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECall documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders any of each security issued by the Borrowerits securityholders, 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 the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, 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 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; and
h. (h) such other information respecting the financial condition or operations, financial or otherwise, operations of the Borrower or any of its Subsidiaries as any the Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (and the Lenders with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) (i) within five Business Days after submission to the Supervisory Board of Holdings, a copy of each Monthly Report, and (ii) as soon as available and in any event within 30 days after the end of each calendar month, an unaudited report, certified as complete and correct in all material respects by the chief financial or accounting Authorized Officer of the Borrower (solely in such Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor), of (A) the Revenue Base for such calendar month and (B) Liquidity as of the end of such calendar month;
(b) as soon as available and in any event within 60 days after the end of each Fiscal Quarter, an unaudited consolidated balance sheet of Holdings and the Subsidiaries as of the first three end of such Fiscal Quarters Quarter and the related consolidated statements of each income and cash flow of Holdings and the Subsidiaries for the period commencing at the end of the previous 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 and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated setting forth in comparative form the figures for the year-to-date portion of the immediately preceding Fiscal Year, certified as complete and correct in all material respects by the chief financial statements or accounting Authorized Officer of the Borrower for (solely in such Fiscal Quarter Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor) (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to the absence of footnote disclosures and customary normal year-end audit adjustments); provided that Holdings shall Publicly Disclose such financial statements no later than the date provided to the Administrative Agent and the Lenders;
b. (c) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) consolidated balance sheet of Holdings and the Subsidiaries as filed by of the Borrower with end of such Fiscal Year, and the SEC related consolidated statements of income and cash flow of Holdings and the Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants reasonably acceptable to the Required Lenders (it being agreed that Holdings’ auditors as of similar standingthe Closing Date are reasonably acceptable to the Required Lenders); provided that Holdings shall Publicly Disclose such financial statements no later than the date provided to the Administrative Agent and the Lenders;
c. together (d) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause (a) or clauses (b) and (c), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerBorrower (solely in such Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor), showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the covenants covenant set forth in Section 7.2.4 8.4, (in reasonable detail ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action (if any) that Holdings, the Borrower or any of the Subsidiaries has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory respect thereto), (iii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.8 to the Facility Agentextent required by the terms thereof) and (iv) stating that no real property has been acquired by Holdings, the Borrower or any of the Subsidiaries since the delivery of the last Compliance Certificate (or, if any real property has been acquired since the delivery of the last Compliance Certificate, a statement that the Borrower has complied with Section 7.8 with respect to such real property to the extent required by the terms thereof);
d. (e) as soon as possible and in any event within five Business Days after Holdings obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower (solely in such Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor) setting forth details of such Default or Prepayment Event (as the case may be) and the action (if any) which Holdings, the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto;
e. (f) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice of (i) the Borrower becomes aware occurrence of any material adverse development with respect to any litigation, action, proceeding or labor strike, lockout, or work stoppage described in Schedule 6.7(a) or (ii) the commencement of any litigation, action, proceeding or labor strike, lockout, or work stoppage of the type and materiality described in Section 6.7; and, in each case of clause (i) or (ii), to the extent any Lender reasonably requests, copies of all documentation relating thereto;
(g) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice of any Material Litigation except return, recovery, dispute or claim related to any Product that involves more than €1,000,000;
(h) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice (i) that Holdings, the Borrower or any of the Subsidiaries or any of their ERISA Affiliates has actual or potential liability under a Benefit Plan other than in the ordinary course of business, or (ii) of correspondence with the Internal Revenue Service (or applicable non-U.S. tax authority) asserting that the qualification of a retirement plan under section 401(a) of the Code (or equivalent provisions of non-U.S. law) is not so qualified;
(i) [reserved];
(j) promptly upon receipt thereof, copies of all final “management letters” (or equivalent) submitted to Holdings, the Borrower or any of the Subsidiaries by the independent public accountants referred to in clause (c) in connection with each audit made by such accountants (provided that in the event that Holdings or the Borrower engages such auditors to perform a specific review, test, valuation or other analysis of all or any portion of the financial condition or financial performance of Holdings, the Borrower or the Subsidiaries, the results of such engagement shall not be required to be delivered to the Administrative Agent or the Lenders to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECresults are not otherwise required to be delivered pursuant to another provision of this Agreement);
f. (k) (i) within 60 days after the end of each Fiscal Quarter, a report listing (A) all Material Agreements and Key Contracts entered into during such Fiscal Quarter and (B) all existing Material Agreements or Key Contracts amended or terminated during such Fiscal Quarter; and (ii) as soon as possible, and in any event within five Business Days, after the Borrower becomes aware Administrative Agent or any Lender so requests, copies of any such Material Agreement, Key Contract, amendment or termination instrument, in each case, as are listed in such report;
(l) as soon as possible and in any event within five Business Days after receipt by, or delivery by, Holdings or the Borrower, as the case may be, copies of any written notice alleging breach or default under any Key Contract by any party thereto;
(m) as soon as available, but in any event not later than January 31 of each calendar year, a copy of the financial and business projections and budget of Holdings and the Subsidiaries approved by the Supervisory Board of Holdings for such calendar year;
(n) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice of any event which, in its reasonable opinion, would changes to the Japanese encephalitis vaccine recommendation guidelines published by the Advisory Committee on Immunization Practices (ACIP) which could reasonably be expected to materially adversely affect have a material adverse impact on Ixiaro sales by Holdings and the business, operations or financial condition of the Borrower and its Subsidiaries taken as a wholeSubsidiaries;
g. promptly after the sending or filing thereof, (o) copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerany reports, and all registration statements which the Borrower statements, documents or any of its Subsidiaries files with the SEC other information publicly filed under Applicable Securities Laws or any national securities exchangeotherwise Publicly Disclosed, contemporaneously therewith; and
h. (p) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through or the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as such Lender or the Administrative Agent may request with respect to the Facility terms of and information provided pursuant to the Compliance Certificate). Notwithstanding the foregoing, (X) the Borrower shall not provide to any Public-Side Lender (or any of its attorneys, agents or representatives (other than the Administrative Agent under subsections and its Outside Counsel)) any reports, notices or information referenced in subsection (a), (b) and f), (g), (h), (j), (k), (m), (n) or, except to the extent provided in response to a request by such Public-Side Lender, (p) of this Section 7.1.1 shall be deemed furnished 7.1, in each case, unless (and only to the Facility Agent when available free extent) such Public-Side Lender has provided written notice to the Borrower of charge such Public-Side Lender’s election (i) to receive such reports, notices and/or information in a specified case or on an ongoing basis (subject in any case to such Public-Side Lender’s right to change such election in a subsequent written notice to the Borrower (with a copy to the Administrative Agent)) or (ii) to direct the Borrower to provide such reports, notices and/or information in a specified case or on an ongoing basis (subject in any case to such Public-Side Lender’s right to change such election in a subsequent written notice to the Borrower (with a copy to the Administrative Agent)) to Outside Counsel to such Public-Side Lender; provided that no such election shall affect the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx obligations, and such Public-Side Lender’s rights, under Section 7.15 with respect to any such report, notice or other information (which obligations and rights shall apply in all cases); and (Y) with respect to any report, notice or information referenced in subsection (d) or (e) of this Section 7.1 that includes Inside Information, the SECBorrower shall provide such report, notice or information to each Public-Side Lender in accordance with and subject to the terms of Section 7.15(d). Notwithstanding anything to the contrary set forth herein, the Borrower shall not be required to provide or disclose any information (i) that constitutes non-financial trade secrets of Holdings, the Borrower and/or the Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Law; provided that, with respect to this clause (ii), the Borrower shall (A) notify the Administrative Agent in writing that information is being withheld (to the extent permitted by applicable Law) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such applicable Law, (iii) that is subject to attorney-client privilege (or other legally recognized privilege) or constitutes attorney work product; provided that, with respect to this clause (iii), the Borrower shall (A) notify the Administrative Agent in writing that information is being withheld and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such attorney-client privilege (or other legally recognized privilege) or (iv) in respect of which Holdings, the Borrower or any Subsidiary owes confidentiality obligations (to the extent not created in contemplation of such party’s website at xxxx://xxx.xxx.xxxobligations hereunder) to any third party; provided that, with respect to this clause (iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations.
Appears in 1 contract
Sources: Credit Agreement (Valneva SE)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility each Lender and each Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (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 consolidated balance sheet of the Borrower’s report on Form 10-Q (or any successor form) Borrower and its Subsidiaries as filed by of the end of such Fiscal Quarter and a consolidated statement 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated financial statements certified by the Chief Financial Authorized Officer 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 adjustmentsBorrower;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual consolidated audit report on Form 10-K (or any successor form) as filed by for such Fiscal Year for the Borrower with (including therein consolidated balance sheets of the SEC Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year), containing audited consolidated in each case certified (without any Impermissible Qualification) in a manner acceptable to the Agents and the Required Lenders by an independent public accountant acceptable to the Agents and the Required Lenders;
(c) on the date any 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 are to be delivered pursuant to the foregoing under clause (a) or (b)) above, a certificate, executed by the chief financial officer, the treasurer or the corporate controller Chief Financial Authorized Officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent)Agents) compliance with the financial covenants set forth in Section 7.2.4;
d. (d) as soon as possible and in any event within ten days after the Borrower has knowledge of the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief financial officer Chief Financial Authorized 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. (e) as soon as possible and in any event within ten days after (x) the occurrence of any adverse development which is known to the Borrower becomes aware thereofwith respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (y) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof and copies of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECall documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders any of each its security issued by the Borrowerholders, 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; -71- 80
(g) immediately upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower or any of its Subsidiaries furnish a bond or other security to the PBGC or such Pension Plan, or 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;
(h) promptly when available and in any event within 60 days following the end of each Fiscal Year of the Borrower, a budget for the next Fiscal Year of the Borrower, prepared in reasonable detail by the chief accounting, financial or executive Authorized Officer of the Borrower; and
h. (i) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Borrowers will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) copies of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated and consolidating balance sheet of the Borrower, a copy U.S. Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the U.S. 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 by the chief financial statements or accounting Authorized Officer (including the treasurer) of the U.S. Borrower for such Fiscal Quarter (including a balance sheet to present fairly, complete and profit and loss statement) prepared correct in accordance with GAAPall material respects the financial condition of the U.S. Borrower, subject to normal year-end audit adjustments;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated and consolidating balance sheet of the U.S. Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the U.S. Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent stating that, in performing the examination necessary to deliver the audited 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 U.S. Borrower, no knowledge was obtained of any Default or another firm Event of independent public accountants of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, or accounting Authorized Officer (including the treasurer or the corporate controller treasurer) of the U.S. Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the covenants financial covenant set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the U.S. Borrower or an Obligor has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agentrespect thereto);
d. (d) as soon as possible and in any event within three days after any officer of the U.S. Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the U.S. Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the U.S. Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three days after the U.S. Borrower becomes aware thereofor any other Obligor 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 of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange;
(g) immediately upon becoming aware of (i) the institution of any steps by any 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 any Obligor 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 any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all "management letters" submitted to the U.S. Borrower or any other Obligor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants;
(i) promptly following the mailing or receipt of any notice or report delivered under the terms of the Senior Notes or any Subordinated Debt, copies of such notice or report;
(j) on or before fifty days following the end of each Fiscal Quarter, commencing with the close of the 2000 Fiscal Year, an updated monthly cost budget of the U.S. Borrower, including annual planned Capital Expenditures and projected borrowings for such fiscal year, with updated projections showing financial covenant compliance (collectively, the ABudget@), for the operation of the U.S. Borrower and its Subsidiaries businesses during such Fiscal Year, setting forth in detail reasonably satisfactory to the Administrative Agent the projected results of operations of the U.S. Borrower and its Subsidiaries and stating underlying assumptions, and within five days after the effective date thereof, notice of any material changes or modifications in the Budget (which shall not include changes resulting from immaterial adjustments to the timing of any proposed borrowings);
(k) promptly upon notice thereof, notice of any change in any of the U.S. Borrower's ratings by S&P or Xxxxx'x; and
h. (l) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or the Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Guarantor will furnish, or will cause to be furnished, to the Facility Agent (with sufficient copies for distribution to each Lender) copies of the following financial statements, reports, notices and information:
a. (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 BorrowerGuarantor, a copy consolidated balance sheet of the Borrower’s Guarantor and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flows of the Guarantor 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, certified by the chief financial Authorized Officer of the Guarantor (the Guarantor may, at its option, comply with this clause (a) by furnishing, within the 60-day period referred to above, the appropriate report filed by it on Form 10-Q (or any successor form) as filed by under the Borrower with the SEC for such Fiscal Quarter, containing unaudited consolidated financial statements Securities Exchange Act 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 adjustments1934);
b. (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerGuarantor, a copy of the Borrower’s annual audit report for such Fiscal Year for the Guarantor and its Subsidiaries, including therein a consolidated balance sheet of the Guarantor and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flows of the Guarantor and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Price Waterhouse or other recognized firm of chartered accountants, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Section 7.2.2 (the Guarantor may, at its option, comply with this clause (b) by furnishing, within the 120-day period referred to above, the appropriate report filed by it on Form 10-K under the Securities Exchange Act of 1934);
(or any successor formc) as filed by soon as available and in any event within 60 days after the Borrower with the SEC for such end of each 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)Quarter, a certificate, executed by the chief financial officer, the treasurer or the corporate controller Authorized Officer of the BorrowerGuarantor, 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 showing (in reasonable detail and with appropriate calculations and computations computations) compliance with the financial covenant set forth in all respects reasonably satisfactory to the Facility Agent)Section 7.2.2;
d. (d) as soon as possible and in any event within five Business Days after the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief financial officer Authorized Officer of the Borrower Guarantor setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Guarantor has taken and proposes to take with respect thereto;
e. as soon as (e) within ten Business Days of becoming aware of the Borrower becomes aware thereof, notice institution of any Material Litigation except steps by the Guarantor or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Guarantor furnish a bond or other security to the extent that PBGC or such Material Litigation is disclosed by Pension Plan, or the Borrower in filings with the SEC;
f. as soon as the Borrower becomes aware thereof, notice occurrence of any event whichwith respect to any Pension Plan which could result in the incurrence by the Guarantor of any material liability, or any material increase in its reasonable opinion, would be expected to materially adversely affect the business, operations or financial condition contingent liability of the Borrower Guarantor with respect to any post-retirement Welfare Plan benefit, notice thereof and its Subsidiaries taken as a whole;
g. promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchangedocumentation relating thereto; and
h. (f) such other information respecting the condition or operations, financial or otherwise, of the Borrower Guarantor or any of its Subsidiaries as any Lender through the Facility Agent (or, in the case of information regarding any such Subsidiary that is not a Significant Subsidiary, as the Agent) may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to and each Lender) , copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 (provided that such comparative figures will not be required until the Fiscal Quarter ending on June 30, 2007), in each case, certified as complete and correct by the chief financial statements or accounting Authorized Officer 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. (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, that shall include a calculation of the financial covenants set forth in Section 7.2.4 and stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or (band(b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with appropriate calculations respect thereto), and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8);
d. (d) as soon as possible and in any event within five days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which that the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor any other Obligor 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, (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7 or (iii) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority (including under Environmental Laws or with respect to ERISA matters) against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or that any of its Subsidiaries Obligor files with the SEC SEC, or any national securities exchange; and;
h. (g) promptly upon becoming aware of (i) the institution of any steps by any 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 that could result in the requirement that any Obligor furnish a bond or other information respecting security to the condition PBGC or operationssuch Pension Plan, financial or otherwise(iv) the occurrence of any event with respect to any Pension Plan that could result in the incurrence by any Obligor of any liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all “management letters” or reports submitted to the Borrower or any of its Subsidiaries as any Lender through other Obligor by the Facility Agent may from time independent public accountants referred to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), in clause (b) and in connection with each audit made by such accountants or any other interim or special audit conducted by them;
(gi) promptly following the mailing or receipt of any material notice or report delivered under the terms of the Second Lien Credit Agreement, copies of such notice or report (provided if the Person serving as the Administrative Agent under this Section 7.1.1 Agreement is the administrative agent under the Second Lien Credit Agreement, the Borrower shall only be deemed furnished required to send one copy of such notice with respect to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.Second Lien Credit Agreement under such agreement);
Appears in 1 contract
Sources: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnishmake available, or will cause to be furnished, made available to the Facility Agent (with sufficient copies for distribution to each Lender) Lender the following financial statements, reports, notices and information:
a. (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 's report on Form 106-Q K (or any successor form) as filed by the Borrower with the SEC Securities and Exchange Commission 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. (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 's annual report on Form 1020-K F (or any successor form) as filed by the Borrower with the SEC Securities and Exchange Commission 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. (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 (a) compliance with the covenants set forth in Section SECTION 7.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility AgentLender and (b) any material changes to ITEM 6.11 of the Disclosure Schedule since the Closing Date or the last such certificate delivered pursuant to this clause (as the case may be);
d. (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. (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 SECLitigation;
f. (f) as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion, would be expected might have a material adverse effect on the Borrower's ability to materially adversely affect (i) pay when due principal of or interest on the business, operations Loan or financial condition of other amounts payable by the Borrower hereunder or (ii) perform its other obligations hereunder and its Subsidiaries taken as a wholeunder the other Loan Documents;
g. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any the Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. (d) as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and and, if it is continuing, the action actions which the Borrower has taken and and/or proposes to take with respect thereto;
e. (e) as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f) as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g) as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h) as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its 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. (i) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. (j) such other information respecting regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender (through the Facility Agent Agent) may from time to time reasonably request;
(k) such other documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender) in order for the Facility Agent (or such Lender, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement and the other Finance Documents (including, for the avoidance of doubt, with respect to the Borrower and each of the Borrower's hedging counterparties under the Hedging Agreements as identified in paragraph 3(a) (Hedging Euros Purchase) of the Drawing Request); and
(l) such other documentation and information that BpiFAE may from time to time request;
(m) as soon as the Borrower becomes aware thereof, notice (with a copy to BpiFAE) of any matter that has, or may, result in a breach of Clause 8.10 (Performance of Building Contract Obligations);
(n) whilst any Deferred Tranche is outstanding, as soon as available and in any event within respectively five (5) Business Days, ten (10) and forty (40) days (or such other period as BpiFAE may require from time to time) after the end of each monthly, bi-monthly and quarterly period (save that the period in respect of the final quarter of each Fiscal Year shall be sixty (60) days) from the Second Deferred Tranche Effective Date, the information required by the Debt Deferral Extension Regular Monitoring Requirements (as such information requirements may be amended on the basis set out in the Debt Deferral Extension Regular Monitoring Requirements) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
(o) whilst any Deferred Tranche is outstanding, upon the request of the Facility Agent (acting on the instructions of BpiFAE), the Borrower and the Lenders shall provide information in form and substance satisfactory to BpiFAE regarding arrangements in respect of Indebtedness for borrowed money of the Group then existing or any such Indebtedness to be incurred by or made available to (as the case may be) the Group pursuant to binding commitments (such information to be provided to BpiFAE in accordance with terms of the Facility Agent’s request);
(p) during the period from the Second Deferred Tranche Effective Date until the Covenant Modification Date, within five Business Days after the end of each month falling during such period, 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 immediately preceding month, compliance with the covenant set forth in Clause 9.4(d); provided that information if, during such period, the Borrower is not in compliance with the covenant set forth in Clause 9.4(d) as of the last day of such month, the Borrower shall show compliance with such covenant as of the date such certificate is delivered;
(q) within 15 Business Days of the end of each month throughout the Early Warning Monitoring Period, 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 month (i) the ratio of Adjusted Cash Balance as of the last day of the most recently completed month to the Monthly Outflow for the month most recently ended (and showing whether the Adjusted Cash Balance covers the Monthly Outflow for at least the subsequent five-month period), (ii) the Borrower’s Adjusted EBITDA After Principal and Interest for the two consecutive Last Reported Quarters and (iii) in the case of the next certificate to be submitted immediately following the Borrower’s publishing of results for each Last Reported Quarter, a comparison of Adjusted EBITDA After Principal and Interest with the figure from the corresponding Fiscal Quarter in the 2019 Fiscal Year (in each case in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
(r) on one occasion during each calendar year from the start of the Financial Covenant Waiver Period until the Deferred Tranches have been repaid in full, the environmental plan of the Borrower (and including the Group’s carbon emissions for the past two years (calculated according to methodologies defined by the IMO or any other public methodology specified by the Borrower)) as required to be furnished published pursuant to each letter of the Borrower issued pursuant to Amendment and Restatement No.3 and Amendment and Restatement No.5 (as applicable); and
(s) if the Borrower intends to make a Restricted Voluntary Prepayment, not less than ten Business Days prior to the anticipated making of a Restricted Voluntary Prepayment, the Borrower shall provide written notice to the Facility Agent under subsections of that Restricted Voluntary Prepayment (awhich notice shall set out in reasonable detail the terms of that Restricted Voluntary Prepayment), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.,
Appears in 1 contract
Sources: Fifth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower ACT will furnish, or will cause to be furnished, to the Facility furnish each Lender and each Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) (i) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of ACT and its Subsidiaries as of the Borrower, a copy end of such Fiscal Quarter and consolidated statements of income and cash flow of ACT and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the Borrower’s report on Form 10-Q (or any successor form) as filed by the Borrower previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated financial statements of and including (in each case), in comparative form the Borrower figures for such the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, certified as complete and correct in all material respects by the chief financial or accounting Authorized Officer of ACT (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of ACT and its Subsidiaries, and the Borrower with the SEC related consolidated statements of income and cash flow of ACT and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements (without any Impermissible Qualification) by independent chartered accountants acceptable to the Administrative Agents;
(c) concurrently with the delivery 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 financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officeror accounting Authorized Officer of ACT, the treasurer or the corporate controller of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and 7.2.7, (ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrowers have taken or propose to take with respect thereto), (iii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8) and (iv) in reasonable detail and the case of a Compliance Certificate delivered concurrently with appropriate calculations and computations in all respects reasonably satisfactory the financial information pursuant to clause (b) (beginning with the Facility AgentCompliance Certificate for the 2005 Fiscal Year), a calculation of Excess Cash Flow;
d. (d) as soon as possible and in any event within three Business Days after any Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower ACT setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five Business Days after any Obligor obtains knowledge of (i) the Borrower becomes aware thereofoccurrence 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 any suit or proceeding that alleges damages of $10,000,000, or is otherwise of the type and materiality described in Section 6.7, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECany Administrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the Toronto Stock Exchange, SEC or any national other securities exchange, securities commissions or similar governmental authority or commissions (or, if available on SEDAR, notice promptly following such filing of any of the foregoing information);
(g) promptly upon becoming aware of (i) the institution of any steps by any Person to terminate any U.S. Pension Plan or Canadian Pension Plan, (ii) the failure to make a required contribution to any U.S. Pension Plan or Canadian Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or to result in a Material Adverse Effect, (iii) the taking of any action with respect to a U.S. Pension Plan or Canadian Pension Plan which could result in the requirement that any Obligor furnish a bond or other security to the PBGC or such U.S. Pension Plan or Canadian Pension Plan, or (iv) the occurrence of any event with respect to any U.S. Pension Plan or Canadian Pension Plan which could result in the incurrence by any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all “management letters” submitted to any Obligor by the independent chartered accountants referred to in clause (b) in connection with each audit made by such accountants;
(A) promptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt, copies of such notice or report and (B) no less that three Business Days prior to entering into any amendment, supplement, waiver or other modification of, or forbearance from exercising any rights with respect to, any Transaction Document, notice thereof and copies of such proposed amendment, supplement, waiver or forbearance documents.
(j) as soon as available (including promptly following its approval by the Board of Directors of ACT) and in any event no later than July 15th of each year, (i) the consolidated operating budget (which shall include (i) forecasted consolidated statements of operating income and retained earnings, shareholder equity and change in cash flow, for the then current Fiscal Year (displayed by reference to each Fiscal Quarter) and (ii) for the 2004 Fiscal Year and the 2005 Fiscal Year an update on and summary of costs and expenses incurred in connection with the integration of ACT’s businesses with the business purchased on the Closing Date) of ACT and its Subsidiaries (displayed by reference to each Fiscal Quarter) approved by the Board of Directors of ACT, along with the supporting documents and information (including the assumptions upon which such budget is based) and (ii) a certificate of the chief financial officer of ACT setting forth the calculations required in order to determine the impact of the forecast referred to in the foregoing clauses on the compliance with the ratios contemplated in Section 7.2.4;
(k) promptly upon becoming aware that one or more of the Obligors or any Person which owns, directly or indirectly, any Capital Securities of any Obligor, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest in any Obligor, is the subject of any of the Terrorism Laws, notice thereof and, to the extent any Administrative Agent requests, copies of all documentation relating thereto; and
h. (l) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility either Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
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) Lender the following financial statements, reports, notices and information:
a. as soon as available and (a) not later than 120 days after the end of each Fiscal Year of the Borrower, audited financial statements of the Borrower for such Fiscal Year prepared in any event within accordance with United States generally accepted accounting principles;
(b) not later than 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 GAAPUnited States generally accepted accounting principles, subject to normal year-end audit adjustments;
b. adjustments and certified as soon as available and to their correctness 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 all material respects by the chief financial officer, the treasurer or the corporate controller officer 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. (c) 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. (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 the business, operations operations, prospects or financial condition of the Borrower and its Subsidiaries taken as a wholeor the Borrower’s ability to perform under this Agreement;
g. promptly after (e) as soon as the sending or filing Borrower becomes aware thereof, copies notice of all reports which any suspension or revocation of the Existing Vessel’s classification;
(f) immediately upon request by the Lender, such agreements, filings, reports, documentation and other information as may be reasonably available to the Borrower sends concerning any Liens (including Liens permitted pursuant to all holders of each security issued by Section 7.2.3) on the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchangeExisting Vessel; and
h. (g) such other information respecting as the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Secured Credit Agreement (Ctrip Com International LTD)
Financial Information, Reports, Notices, etc. The Borrower Parent will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Parent and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Parent and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 in all material respects, by the chief financial statements officer or chief accounting officer of the Borrower for such Fiscal Quarter Parent (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-year end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheets of the Borrower with Parent and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Parent and its respective Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingacceptable to the Administrative Agent;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer officer or the corporate controller chief accounting officer of the BorrowerParent, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 8.4 and stating that no Default has occurred and is continuing (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 or, if a Default or Prepayment Eventhas occurred, a statement of specifying 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 that the Parent, the Borrower or an Obligor has taken and or 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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (bii) stating that no Subsidiary has been formed or acquired, and no subsidiary has ceased to be an Immaterial Subsidiary, since the delivery of the last Compliance Certificate (g) or, if a Subsidiary has been formed or acquired, or a Subsidiary has ceased to be an Immaterial Subsidiary, since the delivery of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.last Compliance Certificate, a statement that such Subsidiary has complied in all material respects with
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Parent will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Parent and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Parent and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 in all material respects, by the chief financial statements officer or chief accounting officer of the Borrower for such Fiscal Quarter Parent (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-year end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheets of the Borrower with Parent and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Parent and its respective Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingacceptable to the Administrative Agent;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer officer or the corporate controller chief accounting officer of the BorrowerParent, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 8.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Parent, the Borrower or an Obligor has taken or proposes to take with appropriate calculations respect thereto), (ii) stating that no Subsidiary has been formed or acquired, and computations no subsidiary has ceased to be an Immaterial Subsidiary, since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired, or a Subsidiary has ceased to be an Immaterial Subsidiary, since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied in all material respects reasonably satisfactory with Section 7.8), and (iii) in the case of a Compliance Certificate delivered concurrently with the financial information pursuant to the Facility Agentclause (b), a calculation of Excess Cash Flow;
d. (d) as soon as available and in any event no later than the earlier to occur of (i) 30 days after the approval thereof by the Board of Directors of the Parent and (ii) 45 days after the first day of the Fiscal Year of the Parent, an annual budget, prepared on a monthly basis for such Fiscal Year and containing consolidated projected financial statements (including balance sheets and statements of operations and cash flows) of the Parent, the Borrower and their respective Subsidiaries, prepared in a manner consistent with the Projections;
(e) as soon as possible and in any event within three Business Days after the Parent, the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Parent setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Parent, the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (f) as soon as possible and in any event within three Business Days after the Parent, the Borrower becomes aware thereofor any other Obligor 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, (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, or (iii) the occurrence of a Material Adverse Effect, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent reasonably requests, copies of all documentation relating thereto;
f. as soon as (g) promptly upon becoming aware of (i) the Borrower becomes aware thereofinstitution of any steps by any Person to terminate any Pension Plan, notice (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 any Obligor furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event whichwith respect to any Pension Plan which could result in the incurrence by any Obligor of any material liability, in its reasonable opinionfine or penalty, would be expected to materially adversely affect the business, operations or financial condition notice thereof and copies of the Borrower and its Subsidiaries taken as a wholeall documentation relating thereto;
g. (h) promptly after the sending or filing upon receipt thereof, copies of all reports which “management letters” submitted to the Borrower sends to all holders of each security issued by the BorrowerParent, and all registration statements which the Borrower or any other Obligor by the independent public accountants referred to in clause (b) of its Subsidiaries files this Section 7.1 in connection with each audit made by such accountants;
(i) promptly (i) if the SEC Parent or any national securities exchange; and
h. such other information respecting the condition Borrower obtains knowledge that one or operationsmore of the Parent, financial or otherwise, of the Borrower or any Person which owns, directly or indirectly, any Capital Securities of its Subsidiaries the Parent or the Borrower or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the Terrorism Laws, the Parent or the Borrower, as applicable, will notify the Administrative Agent and (ii) upon the request of any Lender, the Parent and the Borrower will provide any information such Lender believes is reasonably necessary to be delivered to comply with the PATRIOT Act; and
(j) such other financial and other information as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may reasonably request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) copies of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days (or if such 45th day is not a Business Day, the immediately succeeding Business Day) after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated financial statements and including (in each case), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of the Borrower for such immediately preceding Fiscal Quarter (including a balance sheet Year, certified as complete and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustmentscorrect by the chief financial or accounting Authorized Officer of the Borrower;
b. (b) as soon as available and in any event within 120 90 days (or if such 90th Day is not a Business Day, the immediately succeeding Business Day) after the end of each Fiscal Year Fiscal
(c) concurrently with the delivery 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 information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agentrespect thereto);
d. (d) as soon as possible and in any event within three days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three days after the Borrower becomes aware thereofor any other Obligor 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 of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange; and;
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) immediately upon becoming aware of this (i) the institution of any steps by any 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 7.1.1 shall be deemed furnished 302(f) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that any Obligor furnish a bond or other security to the Facility Agent when available free PBGC or such Pension Plan, or (iv) the occurrence of charge on any event with respect to any Pension Plan which could result in the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx incurrence by any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly following the SEC’s website at xxxx://xxx.xxx.xxx.mailing or receipt of any notice or report delivered under the terms of the Existing Indenture, copies of such notice or report;
(i) promptly and in any event within three Business Days following receipt of any notice from S&P or Moodx'x xx a negative change in the Senior Unsecured Debt Rating, a copy of such notice substantially in the form attached hereto as Exhibit O (such notice, a "Rating Notice");
Appears in 1 contract
Sources: Credit Agreement (Ust Inc)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender Party) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. (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. (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. (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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender Party through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. SECTION 7.1.1. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender and Finnvera, as the case may be) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 Administrative Agent);
d. (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. (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. (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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(h) as soon as the Borrower becomes aware thereof, notice of any suspension or revocation of the Purchased Vessel’s classification; and
h. (i) such other information (x) respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiaries, (y) respecting the transactions and documents related to the Purchased Vessel or the delivery of the Purchased Vessel or (z) as may be required to enable the Administrative Agent to obtain the full benefit of the Finnvera Guarantee, as any Lender or Finnvera, in either case through the Facility Agent Administrative Agent, may from time to time reasonably request; provided provided, however, that information required to be furnished to the Facility Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 7.1.1.B shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility each Lender and each Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (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 consolidated balance sheet of the Borrower’s report on Form 10-Q (or any successor form) Borrower and its Subsidiaries as filed by of the end of such Fiscal Quarter and a consolidated statement 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated financial statements certified by the Chief Financial Authorized Officer 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 adjustmentsBorrower;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual consolidated audit report on Form 10-K (or any successor form) as filed by for such Fiscal Year for the Borrower with (including therein consolidated balance sheets of the SEC Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year), containing audited consolidated in each case certified (without any Impermissible Qualification) in a manner acceptable to the Agents and the Required Lenders by an independent public accountant acceptable to the Agents and the Required Lenders;
(c) on the date any 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 are to be delivered pursuant to the foregoing under clause (a) or (b)) above, a certificate, executed by the chief financial officer, the treasurer or the corporate controller Chief Financial Authorized Officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent)Agents) compliance with the financial covenants set forth in Section 7.2.4;
d. (d) as soon as possible and in any event within ten days after the Borrower has knowledge of the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief financial officer Chief Financial Authorized 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. (e) as soon as possible and in any event within ten days after (x) the occurrence of any adverse development which is known to the Borrower becomes aware thereofwith respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (y) the -69- 77 commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof and copies of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECall documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders any of each its security issued by the Borrowerholders, 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 the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower or any of its Subsidiaries furnish a bond or other security to the PBGC or such Pension Plan, or 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;
(h) promptly when available and in any event within 60 days following the end of each Fiscal Year of the Borrower, a budget for the next Fiscal Year of the Borrower, prepared in reasonable detail by the chief accounting, financial or executive Authorized Officer of the Borrower; and
h. (i) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Parent will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. as soon as available and in any event (a) within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Parent and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Parent and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Parent (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 (b) within 120 90 days after the end of each Fiscal Year of the BorrowerYear, (i) a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Parent and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Parent and its Subsidiaries for such Fiscal Year, containing 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 Required Lenders stating that, in performing the examination necessary to deliver the audited consolidated financial statements of the Borrower Parent, no knowledge was obtained of any Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretation) and (ii) a management’s discussion and analysis of the financial condition and results of operations 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 standingYear, as compared to the previous Fiscal Year;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerParent, showing(i) setting forth the calculations for the Leverage Ratio (including with respect to Section 7.2.4) and stating that no Default has occurred and is continuing (or, as if a Default has occurred, specifying the details of such Default and the action that the applicable Obligor has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last day Compliance Certificate (or, if a Material Subsidiary has been formed or acquired since the delivery of the relevant Fiscal Quarter or Fiscal Year compliance last Compliance Certificate, a statement that such Material Subsidiary has complied with Section 7.1.8) and (iii) in the case of a Compliance Certificate delivered concurrently with the covenants set forth in Section 7.2.4 financial information pursuant to clause (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agentb), a calculation of Excess Cash Flow;
d. (d) as soon as possible and in any event within three Business Days after any Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Parent setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three days after any Obligor obtains knowledge of (i) the Borrower becomes aware thereofoccurrence of any event which could reasonably be expected to have a Material Adverse Effect, (ii) 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 (iii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange; and;
h. such other information respecting (g) promptly upon becoming aware of (i) the condition institution of any steps by the PBGC or operations, financial Canadian authorities to terminate any (A) U.S. Pension Plan or otherwise, the filing of a Notice of Intent to Terminate (or the successor notice thereto) with respect to any U.S. Pension Plan by the Borrower or any member of its Subsidiaries Controlled Group or (B) Canadian Pension Plan, (ii) the failure to make a required contribution to any U.S. Pension Plan or Canadian Pension Plan if such failure is sufficient to give rise to a Lien under Section 303(k) of ERISA or any applicable pension benefits legislation in Canada, (iii) the taking of any action with respect to a U.S. Pension Plan or Canadian Pension Plan which is likely to result in the requirement that the Parent or any member of the Controlled Group furnish a bond or other security to the PBGC or such U.S. Pension Plan or Canadian Pension Plan, (iv) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA with respect to any U.S. Pension Plan, unless the 30-day notice requirement with respect to such event has been waived by the PBGC or (v) the occurrence of any event with respect to any U.S. Pension Plan, Canadian Pension Plan or Multiemployer Plan which, in the aggregate, could result in a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;
(h) (i) at the time of each prepayment required under Section 3.1.1, a certificate signed by an Authorized Officer of the Parent setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days’ prior written notice of such prepayment specifying the principal amount of Loans to be prepaid;
(i) promptly upon receipt thereof, copies of all “management letters” submitted to any Obligor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants;
(j) the annual budget within 30 days of such annual budget being approved by the Parent’s Board of Directors (but in any event not later than 75 days after the end of each Fiscal Year);
(k) Promptly following the mailing or receipt of any material notice or material report delivered under the terms of any First Lien Loan Document (where a similar notice or report was not already delivered to the Administrative Agent), copies of such notice or report;
(l) promptly and in any event within five Business Days following a reasonable request by any Lender made through the Administrative Agent, all documentation and other information such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; and
(m) such other financial and other information as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections terms of and information provided pursuant to the Compliance Certificate).
(n) The Parent hereby acknowledges that (a)) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Parent hereby agrees that (gw) of this Section 7.1.1 all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Parent shall be deemed furnished to have authorized the Administrative Agent and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Facility Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 12.19); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent when available free and the Arranger shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxPlatform not designated “Public Side Information”. For certainty, any budgets provided in accordance with this Agreement shall not be PUBLIC documents.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Borrowers will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) copies of the following financial statements, reports, notices and information:
a. (a) within 45 days (or such shorter period for the filing of the U.S. Borrower’s Form 10-Q as soon as available and in any event within 60 days may be required by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, a consolidated balance sheet of the Borrower, a copy U.S. Borrower and its Restricted Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of earnings, stockholders’ equity and cash flows of the U.S. Borrower and its Restricted 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated financial statements certified by a Financial Officer of the U.S. Borrower as fairly presenting, in all material respects, the financial position, results of operations and cash flows of the U.S. Borrower and its Restricted Subsidiaries as of the dates and for such Fiscal Quarter (including the periods specified on a balance sheet and profit and loss statement) prepared consolidated basis in accordance with GAAPGAAP consistently applied, and on a basis consistent with audited financial statements referred to in Section 5.01(b) (subject to normal year-end audit adjustmentsadjustments and the absence of notes), it being understood and agreed that the delivery of the U.S. Borrower’s Form 10-Q (as filed with the SEC), if certified as required in this Section 5.01(a), shall satisfy the requirements set forth in this clause to the extent such Form 10-Q includes the information specified in this clause, together with a certificate from a Financial Officer of the U.S. Borrower on behalf of the U.S. Borrower (i) containing a computation in reasonable detail of the Fixed Charge Coverage Ratio, provided that unless a Liquidity Event Period (Fixed Charge Coverage Ratio) has occurred and is continuing at any time prior to the date on which financial statements are or should be delivered pursuant to this Section 5.01(a) for the Fiscal Quarter ended March 31, 2008, such computation shall not be required for Compliance Certificates delivered prior to the date on which financial statements are delivered or should be delivered pursuant to this Section 5.01(a) for the Fiscal Quarter ended June 30, 2008 and (ii) 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 (a “Compliance Certificate”);
b. (b) within 90 days (or such shorter period as soon as available and in any event within 120 days may be required for the filing of the U.S. Borrower’s Form 10-K by the SEC) after the end of each Fiscal Year of the U.S. Borrower, a copy of the annual audit report for such Fiscal Year for the U.S. Borrower, including therein a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings, stockholders’ equity and cash flows of the U.S. Borrower and its Restricted Subsidiaries for such Fiscal Year, in each case accompanied by an opinion (without any Impermissible Qualification) of Deloitte & Touche LLP or other independent public accountants of recognized national standing selected by the U.S. Borrower and reasonably acceptable to the Administrative Agent, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the U.S. Borrower and its Restricted Subsidiaries as of the dates and for the periods specified on a consolidated basis in accordance with GAAP (it being understood and agreed that the delivery of the U.S. Borrower’s annual report on Form 10-K (or any successor form) as filed by the Borrower with the SEC for SEC) shall satisfy such Fiscal Yeardelivery requirement in this clause to the extent such Form 10-K includes the information and opinion specified in this clause), containing audited consolidated together with a Compliance Certificate and a certificate of the accounting firm that delivered its opinion with respect to such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default under the Financial Covenant and, if in the opinion of such accounting firm such an Event of Default has occurred, identifying such Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); provided that, for any period, the Borrowers shall not be required to deliver such certificate if the U.S. Borrower certifies to the Administrative Agent that the Borrowers are unable to deliver such certificate following the use of commercially reasonable efforts;
(c) within 45 days after the end of each calendar month, a consolidated balance sheet of the U.S. Borrower and its Restricted Subsidiaries as of the end of such calendar month and consolidated statements of earnings, stockholders’ equity and cash flows of the U.S. Borrower and its Restricted Subsidiaries for such calendar month 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 calendar month, certified by a Financial Officer of the U.S. Borrower as fairly presenting, in all material respects, the financial position, results of operations and cash flows of the U.S. Borrower and its Restricted Subsidiaries as of the dates and for the periods specified on a consolidated basis in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in Section 5.01(b) (subject to normal year-end audit adjustments and the absence of notes), together with a Compliance Certificate; provided that financial statements shall be deliverable under this clause (c) only during a Liquidity Event Period (Monthly Financial Statements);
(d) no later than February 28 of each Fiscal Year of the U.S. Borrower, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year prepared in accordance with GAAP (including a projected consolidated balance sheet and profit related statements of projected operations and loss statementcash flows as of the end of and for each Fiscal Quarter during such Fiscal Year) and audited the next two succeeding Fiscal Years and, promptly when available, any significant revisions of such budgets;
(e) promptly upon receipt thereof, copies of all final material reports submitted to the U.S. Borrower or any other Loan Party by PricewaterhouseCoopers LLP or another firm of independent public accountants (except to the extent that would violate any confidentiality provision not waiveable by the U.S. Borrower) in connection with each annual, interim or special audit of similar standingthe books of the U.S. Borrower or any of its Restricted Subsidiaries made by such accountants, including any final management letters submitted by such accountants to management in connection with their annual audit;
c. together with each of the statements delivered pursuant to the foregoing clause (af) 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 and in any event within five Business Days after becoming aware of the occurrence of a Default or Prepayment Eventany Default, a statement of the chief financial officer a Financial Officer of the U.S. Borrower on behalf of the U.S. Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action (if any) which the U.S. Borrower has and it Subsidiaries have taken and proposes or propose to take with respect thereto;
e. as soon as (g) promptly and in any event within five Business Days after obtaining knowledge of (i) the Borrower becomes aware thereof, notice occurrence of any Material Litigation except adverse development with respect to any litigation, action or proceeding that, individually or in the extent that such Material Litigation is disclosed by the Borrower in filings with the SEC;
f. as soon as the Borrower becomes aware thereofaggregate, notice of any event which, in its reasonable opinion, would could reasonably be expected to materially adversely have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding that could reasonably be expected to have a Material Adverse Effect or that purports to affect the businesslegality, operations validity or financial condition enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, upon the request of the Borrower and its Subsidiaries taken as a wholeAdministrative Agent, copies of all material documentation relating thereto;
g. (h) promptly after the sending or filing thereof, copies of all reports which the U.S. Borrower sends to all any of its security holders of each security issued by the Borrower(in their capacity as such) or any trustee, agent or other representative therefor, and all reports, registration statements (other than on Form S-8 or any successor form) or other materials (including affidavits with respect to reports) which the U.S. Borrower or any of its Subsidiaries files with the SEC or any national securities exchange;
(i) promptly upon becoming aware of the taking of any specific actions by the U.S. Borrower or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of ERISA which can be completed without the U.S. Borrower or any Subsidiary having to provide more than $5.0 million in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of the U.S. Borrower or any Restricted Subsidiary or in the incurrence by the U.S. Borrower or any Restricted Subsidiary of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of the U.S. Borrower or any Restricted Subsidiary with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;
(j) upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the U.S. Borrower or any Restricted Subsidiary or ERISA Affiliate with the Internal Revenue Service with respect to each Pension Plan; and(ii) the most recent actuarial valuation report for each Pension Plan and each Foreign Plan for which a report is prepared; (iii) all notices received by the U.S. Borrower or any Restricted Subsidiary or ERISA Affiliate from a Multiemployer Plan sponsor or any Governmental Authority concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Foreign Plan as the Administrative Agent shall reasonably request;
h. (k) promptly and in any event within five Business Days after obtaining knowledge thereof, notice of any other development that has resulted in or could reasonably be expected to have a Material Adverse Effect;
(l) such other information respecting the condition or operations, financial or otherwise, of the U.S. Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information and
(m) upon becoming aware of any newly arising environmental matters, facts or conditions affecting any property or facilities owned or operated by the U.S. Borrower or any of its Restricted Subsidiaries, or which relate to any Environmental Liabilities of the U.S. Borrower or any of its Restricted Subsidiaries, to the extent reflecting any matters which, in any such case, could reasonably be expected to result in a new Environmental Liability or an increase in an existing Environmental Liability in excess of $5.0 million, promptly notify the Administrative Agent of such matters and any Remedial Actions or other corrective actions of the U.S. Borrower or any of its Restricted Subsidiaries in respect thereof. Documents required to be furnished delivered pursuant to the Facility Agent under subsections (aSections 5.01(a), (b) and (gc) of this Section 7.1.1 may be delivered electronically and, if so delivered, shall be deemed furnished to the Facility Agent when available free of charge have been delivered on the date (i) on which the U.S. Borrower posts such documents, or provides a link thereto on the website on the Internet at the U.S. Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx address listed in Section 9.01(a); (ii) on which such documents are posted on the U.S. Borrower’s behalf on IntraLinks™ or a substantially similar electronic platform chosen by the SEC’s Administrative Agent to be its electronic transmission system to which each Lender and the Administrative Agent have access (whether a commercial, third-party website at xxxx://xxx.xxx.xxxor whether sponsored by the Administrative Agent; or (iii) on which such documents are available via the EXXXX system of the SEC on the internet; provided that the U.S. Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and, if requested by the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient for further transmission to the Lenders) copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (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 consolidated balance sheets of the Borrower’s report on Form 10-Q Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of operations or income (as appropriate), partners' equity or any successor form) stockholder's equity (as filed by appropriate), and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period -45- 47 commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated certified by the president, chief financial statements Authorized Officer or Treasurer 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 adjustmentsGeneral Partner;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) as filed by for such Fiscal Year for the Borrower with and its Subsidiaries, including therein consolidated balance sheets of the SEC Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of operations or income (as appropriate), partners' equity, or stockholders' equity (as appropriate), and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP each case certified (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of an independent public accountants of similar standing;
c. together with each of the statements delivered pursuant accounting firm acceptable to the foregoing clause (a) or (b), Agent and the Required Lenders and accompanied by a certificateCompliance Certificate, executed by the chief financial officerGeneral Partner, 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent)) compliance with the financial covenants set forth in Section 7.2.4 and the resulting Applicable Margin;
d. (c) 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, a Compliance Certificate executed by the General Partner, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) compliance with the financial covenants set forth in Section 7.2.4 and the resulting Applicable Margin;
(d) prior to the payment of any General Partner Advances, a Compliance Certificate, executed by the General Partner, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) compliance, both before the payment of such General Partner Advance and after giving effect thereto, with the financial covenants set forth in Section 7.2.4 and the resulting Applicable Margin;
(e) as soon as possible and in any event within three days after the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief financial officer of the Borrower General Partner, 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. (f) as soon as possible and in any event within three days after (x) becoming aware of the Borrower becomes occurrence of any adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (y) becoming aware thereofof the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, 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 thereof and its Subsidiaries taken as a whole;
g. promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.documentation relating thereto;
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Parent or the Borrower, as applicable, will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:.
a. as (a) As soon as available and in any event within 60 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, the Parent will provide (i) an unaudited consolidated balance sheet 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 Parent and its Subsidiaries for such Fiscal Quarter, containing (ii) the related unaudited consolidated financial statements of income and cash flow of the Borrower Parent and its Subsidiaries for such Fiscal Quarter and (including a balance sheet iii) the related consolidated statements of income and profit cash flow of the Parent and loss statementits Subsidiaries for the portion of the Parent’s Fiscal Year ended as of such Fiscal Quarter. Such financial statements shall set forth in comparative form the figures for the corresponding Fiscal Quarter and for the corresponding portion of the Parent’s immediately preceding Fiscal Year, and all such financial statements shall be certified, on behalf of the Parent as of the end of such Fiscal Quarter by its treasurer, chief financial or accounting Authorized Officer, as to completeness, accuracy, fairness of presentation and compliance and consistency with GAAP in all material respects.
(b) prepared in accordance with GAAP, subject to normal year-end audit adjustments;
b. as As soon as available and in any event within 120 95 days after the end of each Fiscal Year of Year, the Borrower, Parent will provide (i) a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Parent and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Parent and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, all audited consolidated (without any Impermissible Qualification) by PriceWaterhouseCoopers (or other independent public accountants acceptable to the Administrative Agent), which shall include a statement from such accountants that, in performing the examination necessary to deliver the audited financial statements of the Borrower Parent and its Subsidiaries, (including its review of the Compliance Certificate to be delivered for such Fiscal Year prepared in accordance with GAAP pursuant to clause (including a balance sheet c) below), no knowledge was obtained of any Event of Default and profit and loss statement(ii) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standing;
c. together with each an updated financial business plan for the operation of the statements delivered Parent and its Subsidiaries business, including forecasts of planned Capital Expenditures and Permitted Acquisitions for the coming Fiscal Year, with updated projections showing financial covenant compliance, setting forth in detail reasonably satisfactory to the Agents the projected results of operations of the Parent and its Subsidiaries and stating underlying assumptions.
(c) Concurrently with the delivery of the financial information pursuant to the foregoing clause clauses (a) or and (b), the Parent will provide a certificateCompliance Certificate, executed by the treasurer, chief financial officer, the treasurer or the corporate controller accounting Authorized Officers of each of the BorrowerBorrower and the Parent, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Parent or the Borrower has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agentrespect thereto);.
d. as (d) As soon as possible and in any event within five Business Days after the Borrower obtains knowledge of the occurrence of a Default or Prepayment EventDefault, the Borrower shall deliver a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower or such Obligor has taken and proposes to take with respect thereto;.
e. as (e) As soon as possible and in any event within five Business Days after the Parent or the Borrower becomes aware thereof, notice obtains knowledge of (i) the occurrence of any Material Litigation except 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, the Parent or the Borrower, as the case may be, shall deliver notice thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SEC;Administrative Agent requests, copies of all documentation relating thereto.
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 (f) Promptly after the sending or filing thereof, the Parent and the Borrower will provide copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower either of them or any of its Subsidiaries other Obligor files with the SEC or any national securities exchange; and.
h. (g) Immediately upon either the Parent or the Borrower becoming aware of (i) the institution of any steps by any Person to terminate any Pension Plan, (ii) the failure of any Person 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 (or the failure to take any action) by any Person with respect to a Pension Plan which could result in the requirement that any Obligor 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 any Obligor of any material liability, fine or penalty, the Parent or the Borrower, as the case may be, will provide notice thereof and copies of all documentation relating thereto.
(h) Promptly upon receipt thereof, the Parent will provide copies of the annual report prepared by its independent public accountants in connection with its annual audit that is submitted to Parent’s or Borrower’s management and Board of Directors.
(i) Unless otherwise provided (or required to be provided) hereunder, promptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt, the Parent or the Borrower, as the case may be, will provide copies of such notice or report.
(j) Following the occurrence and during the continuance of an Event of Default, at the reasonable request of the Administrative Agent, the Borrower will hire a company reasonably acceptable to the Administrative Agent to prepare environmental reports on any of real estate owned by any Obligor.
(k) The Parent or the Borrower will promptly provide (or cause any other Obligor promptly to provide) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished request with respect to the Facility Loan Documents or any matters covered thereby or contemplated in connection therewith (including information and reports in such detail as the Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished may request with respect to the Facility Agent when available free terms of charge on and information provided pursuant to the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The U.S. Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent and the European Agent (each of which shall make such information available to the Lenders in accordance with sufficient their customary practices) copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 days (or such shorter period for the filing of U.S. 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 U.S. Borrower (commencing with the BorrowerFiscal Quarter ending April 30, 2007), (i) a copy consolidated balance sheet of U.S. Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of U.S. 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, certified by a Financial Officer of U.S. Borrower and (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, it being understood and agreed that the delivery of U.S. Borrower’s report on 's Form 10-Q (or any successor form) as filed with the SEC), if certified as required in this clause (a), shall satisfy the requirements set forth in clauses (i) and (ii); provided that, if the U.S. Borrower no longer is required to make periodic filings with the SEC, -------- delivery by the U.S. Borrower with the SEC for such Fiscal Quarter, containing unaudited consolidated financial statements of the Borrower for such Fiscal Quarter same reporting information required in a Form 10-Q, if certified as required in this clause (including a balance sheet a), shall satisfy the requirements set forth in clauses (i) and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments(ii);
b. (b) as soon as available and in any event within 120 105 days (or such shorter period for the filing of U.S. Borrower's Form 10-K as may be required by the SEC) after the end of each Fiscal Year of U.S. Borrower (commencing with the BorrowerFiscal Year ended January 31, 2007), (i) a copy of the annual audit report for such Fiscal Year for U.S. Borrower and its Subsidiaries, including therein a consolidated balance sheet of U.S. Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of U.S. Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion of KPMG LLP or other independent public accountants reasonably acceptable to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of U.S. Borrower as of the dates and for the periods specified in accordance with GAAP and (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 of U.S. Borrower for such Fiscal Year, as compared to amounts for the previous fiscal year and budgeted amounts (it being understood and agreed that the delivery of U.S. Borrower’s annual report on 's Form 10-K (or any successor form) as filed by the Borrower with the SEC for such Fiscal YearSEC), 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 if certified as required 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 this clause (a) or (b), shall satisfy such delivery requirement in clause (i) and (ii)), together with a certificate, executed by certificate from a Financial Officer of U.S. Borrower substantially in the chief financial officer, the treasurer or the corporate controller form 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 Exhibit D (a "Compliance Certificate") containing a computation in reasonable detail of, and with appropriate calculations showing compliance with, the financial ratio and computations restriction contained in all respects reasonably satisfactory Section 6.09 and to the Facility Agent);
d. as soon as possible after effect that, in making the occurrence examination necessary for the signing of a such certificate, such Financial Officer has not become aware of any Default or Prepayment EventEvent of Default that has occurred and is continuing, a statement of the chief financial officer of the Borrower setting forth details or, if such Financial Officer has become aware of such Default or Prepayment Event (as the case may be) of Default, describing such Default or Event of Default and the action which steps, if any, being taken to cure it, and concurrently with the Borrower has taken and proposes to take with respect thereto;
e. as soon as delivery of the Borrower becomes aware thereofforegoing financial statements, notice a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Material Litigation except Default or Event of Default (which certificate may be limited to the extent that such Material Litigation is disclosed required by the internal policies of such accounting firm and accounting rules or guidelines); provided that if the U.S. Borrower in no longer is required to make periodic filings with the SEC, -------- delivery by the U.S. Borrower of the same reporting information required in a Form 10-K, if certified as required in this clause (b), shall satisfy the requirements set forth in clauses (i) and (ii));
f. (c) as soon as available and in any event within 60 days (or such shorter period as may be required for the Borrower becomes filing of U.S. Borrower's Form 10-Q by the SEC) after the end of each of the first three Fiscal Quarters of each Fiscal Year, a Compliance Certificate from a Financial Officer of U.S. Borrower, containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Section 6.09 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware thereof, notice of any event whichDefault or Event of Default that has occurred and is continuing, in its reasonable opinionor, would be expected if such Financial Officers 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 materially adversely affect the business, operations or financial condition of the Borrower and its Subsidiaries taken as a wholecure it;
g. promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Credit Agreement (Samsonite Corp/Fl)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative 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 Administrative 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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. g. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Hull No. S 691 Credit Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower and each Sub will furnish, furnish or will cause to be furnished, furnished to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (i) within thirty (30) days of the Effective Date, and, thereafter, as soon as available and in any event within 60 fifteen (15) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrowercalendar month, 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 of Borrower and profit each Sub as of the end of such month, certified as complete and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustmentscorrect by an Authorized Officer of Borrower and the applicable Sub;
b. (ii) as soon as available and in any event within 120 ninety (90) days after the end of each Fiscal Year fiscal year of the BorrowerBorrower and each Sub, a copy of the Borrower’s annual report on Form 10-K (balance sheet of Borrower and each Sub and the related statements of partners’ or any successor form) members’, as filed by the Borrower with the SEC applicable equity for such Fiscal Yearfiscal 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 reviewed by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingreasonably acceptable to the Lender;
c. together (iii) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (ai) or and (bii), a certificate, executed by the chief financial officer, the treasurer or the corporate controller an Authorized Officer of the Borrower, showingstating that no Default or Event of Default has occurred and is continuing (or, as if a Default or Event of Default has occurred, specifying the last day details of such Default or Event of Default and the relevant Fiscal Quarter action that Borrower has taken or Fiscal Year compliance proposes to take 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 Agentrespect thereto);
d. (iv) within ten (10) Business Days after the end of each month, a status report regarding the Project (including, (A) the status of negotiations of all Project Contracts and a list of all contracts, subcontracts and agreements that Borrower or any of Borrower’s Subsidiaries is negotiating or which are subject to Borrower’s or any of Borrower’s Subsidiaries’ approval (including a brief description thereof), (B) the status of all Real Estate Rights, (C) the status of all Project Permits, (D) sufficient data and detail to allow Lender to analyze the Project’s development, progress and anticipated economics on an ongoing basis, (E) a description of any event or circumstance that would reasonably be expected to cause a Material Impairment or a Material Adverse Effect and (F) a reconciliation of budgeted expenditures to date under the Development Loan Budget to actual expenditures to date, together with a narrative explanation of any material variances) (the “Status Report”); provided, that Borrower shall not be required to deliver such Status Report if it has provided a Status Report regarding Project to the Lender as part of an Advance Request delivered by Borrower pursuant to Section 5.2 within the thirty (30) days preceding the date such report would otherwise be due hereunder;
(v) as soon as possible and in any event within three (3) Business Days after Borrower obtains knowledge of the occurrence of a Default or Prepayment EventEvent of Default, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth the details of such Default or Prepayment Event (as the case may be) of Default and the action which the Borrower has taken and proposes to take with respect thereto;
e. (vi) upon request of Lender from time to time, a summary of all invoices accounting for any development cost in excess of $5,000 paid with the proceeds of a Loan (which summary may be included in the Status Report described in clause (iv) above);
(vii) within five (5) Business Days after the end of each month, a report detailing all Borrower’s internal development costs, breaking down those reimbursed with the proceeds of an Advance as soon as the permitted in Section 2.4(b) and Section 2.4(d) and those for which Borrower becomes aware thereofwill seek reimbursement pursuant to Section 2.6(c)(ii), notice of any Material Litigation except in sufficient detail satisfactory to Lender;
(viii) five (5) Business Days prior to the extent that such Material Litigation is disclosed by execution, filing or submission to 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 after the sending or filing applicable Governmental Authority thereof, copies of all reports each proposed amendment, modification or supplement to any Project Contract or Project Permit (or application therefor) which Borrower believes will not materially amend, modify or supplement such Project Contract or Project Permit;
(ix) as soon as possible and in any event within five (5) days after Borrower or a Sub obtains knowledge of the occurrence of a termination of or breach by any Person under any Project Contract, a statement of the chief executive, financial or accounting Authorized Officer of Borrower sends setting forth the details of such breach and the action which Borrower or the applicable Sub has taken and proposes to all holders of each security issued by the Borrower, take with respect thereto;
(x) as soon as possible and all registration statements which in any event within five (5) days after the Borrower or a Sub obtains knowledge of any impairment, revocation, withdrawal, expiration, or non-renewal of any Project Permit, a statement of the chief executive, financial or accounting Authorized Officer of Borrower setting forth the details of such impairment, revocation, withdrawal, expiration, or non-renewal and the action which Borrower or the applicable Sub has taken and proposes to take with respect thereto;
(xi) as soon as possible and in any event within five (5) days after Borrower or a Sub obtains knowledge of the commencement of any litigation, action, proceeding or labor controversy affecting Borrower, any of its Borrower’s Subsidiaries files with or the SEC or any national securities exchangeProject, notice thereof and, to the extent Lender requests, copies of all pleadings and documentation relating thereto; and
h. (xii) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer 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 adjustmentsBorrower;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC 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, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants of similar standingany Default;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief executive, financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agentrespect thereto);
d. (d) as soon as possible and in any event within five days after the Borrower or any of its Subsidiaries obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief executive, financial officer or accounting Authorized 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. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor 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 of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. such other information respecting (g) immediately upon becoming aware of (i) the condition or operations, financial or otherwise, 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 its Subsidiaries 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;
(h) 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; and
(i) such other financial and other information as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Sources: Credit Agreement (Titan Corp)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BorrowerBorrower (or 60 days after the end of the Fiscal Quarters ending June 30, 2004 and September 30, 2004) commencing with the Fiscal Quarter ending June 30, 2004, a copy consolidated balance sheet of the Borrower’s report on Form 10-Q (or any successor form) Borrower and its Subsidiaries as filed by of the end of such Fiscal Quarter and a consolidated statement of income, shareholders' equity 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated financial statements certified by the Chief Financial Authorized Officer 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 adjustmentsBorrower;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual consolidated audit report on Form 10-K (or any successor form) as filed by for such Fiscal Year for the Borrower with (including therein consolidated balance sheets of the SEC Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of income, shareholders' equity and cash flow of the Borrower and its Subsidiaries for such Fiscal Year), containing audited consolidated in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent and the Required Lenders by an independent public accountant reasonably acceptable to the Administrative Agent and the Required Lenders;
(c) on the date any 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 are to be delivered pursuant to the foregoing under clause (a) or (b)) above, a certificate, executed by the chief financial officer, the treasurer or the corporate controller Chief Financial Authorized Officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent)) compliance with the financial covenants set forth in Section 7.2.4;
d. (d) as soon as possible and in any event within ten days after the Borrower has knowledge of the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief financial officer Chief Financial Authorized 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. (e) as soon as possible and in any event within ten days after (x) the occurrence of any adverse development which is known to the Borrower becomes aware thereofwith respect to any litigation, action, proceeding, or labor controversy described in Item 6.7 of the Disclosure Schedule or (y) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof and copies of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECall documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders any of each its security issued by the Borrowerholders, and all reports and registration statements (other than filings under Section 16 of the Exchange Act, Form 8-K and any press releases) 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 the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower or any of its Subsidiaries furnish a bond or other security to the PBGC or such Pension Plan, or 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 to the extent described in Section 6.11; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent Lender (with sufficient a) a financial statement on such form and at such times as the Lender shall reasonably request, and (b) copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (i) as soon as available possible and in any event within 60 three 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 Eventeach Default, 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. (ii) as soon as possible and in any event within three days after (x) the Borrower becomes aware thereofoccurrence of any materially adverse development with respect to any litigation, action, proceeding or labor controversy described in Section 6.7 or (y) the commencement of any labor controversy, litigation, action or proceeding of the type described in Section 6.7, 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 thereof and its Subsidiaries taken as a whole;
g. promptly after the sending or filing thereof, copies of all reports which documentation relating thereto;
(iii) not later than 10:00 a.m., New York City time, on the Borrower sends to all holders last Business Day of each security issued by month, a Valuation Certificate as to the Borroweraggregate Fair Market Value of all Pledged Shares as at the close of business on the last Business Day of the preceding week;
(iv) not later than 10:00 a.m., New York City time, on the date of each requested withdrawal of collateral under the Pledge Agreement, a Valuation Certificate as to the aggregate Fair Market Value of all Pledged Shares at the opening of business on such date, including pro forma adjustments reflecting additions to and all registration statements which withdrawals from the Borrower or any portfolio of its Subsidiaries files with Pledged Shares to take place on such date and stating the SEC or any national securities exchangeFair Market Value of Pledged Shares to be so withdrawn; and
h. (v) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any the Company (which, in the case of its Subsidiaries the Company, is made available to the Company's shareholders generally), together with a Valuation Certificate as any to the aggregate Fair Market Value of all Pledged Shares as at a recent time specified by the Lender, in each case as the Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished . The Borrower will furnish to the Facility Agent under subsections (aLender, at the time he furnishes each set of financial statements with respect to the Borrower pursuant to Section 7.1.1(a), (b) and (g) of this Section 7.1.1 shall be deemed furnished a certificate to the Facility Agent when available free of charge on effect that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or same in reasonable detail and describing the SEC’s website at xxxx://xxx.xxx.xxxaction that the Borrower has taken and proposes to take with respect thereto).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender, the FEC Counterparty and FEC, as the case may be) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 (a) 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 Administrative Agent) and (b) any material changes to Item 6.11 of the Disclosure Schedule since the Effective Date or the last such certificate delivered pursuant to this clause (as the case may be);
d. (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. (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. (f) as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion, would be expected to might materially adversely affect the businessits business operations, operations condition (financial or financial condition of the Borrower and its Subsidiaries taken as a wholeotherwise) or prospects;
g. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(h) within seven days after the delivery of the Purchased Vessel, (i) evidence as to the ownership of such Vessel by the Borrower or a Principal Subsidiary, (ii) disclosure of all recorded Liens on such Vessel, (iii) evidence of the class of such Vessel; and (iv) evidence as to all required insurance being in effect with respect to such Vessel; and
h. (i) such other information respecting (x) the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries or (y) the transactions and documents related to the Purchased Vessel or the delivery of the Purchased Vessel, as any Lender Lender, FEC (through the Facility FEC Counterparty) or the FEC Counterparty through the Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish each Lender and the Facility Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (i) as soon as available and in any event within 60 90 days after the end of each of the first three Fiscal Quarters of each Fiscal Year an unaudited or audited balance sheet of the Borrower, Borrower and each Aircraft Subsidiary on a copy consolidated basis as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and statements of income and cash flow of the Borrower with the SEC and each Aircraft Subsidiary on a consolidated basis for such Fiscal Quarter, containing unaudited consolidated and including (in each case) in comparative form the figures for the corresponding Fiscal Quarter in the immediately preceding Fiscal Year, certified as complete and correct by the chief financial statements or accounting Authorized Officer 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. (ii) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by balance sheet of the Borrower with and each Aircraft Subsidiary on a consolidated basis, and the SEC related statements of income and cash flow of the Borrower and each Aircraft Subsidiary on a consolidated basis for such Fiscal Year, containing and including (in each case) in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of (without any Impermissible Qualification) by Ernst & Young, or at the Borrower for Borrower’s election, 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 other independent public accountants of similar standingreasonably acceptable to the Agent;
c. together with each of the statements delivered pursuant to the foregoing clause (aiii) or as soon as practicable and in any event within three (b), a certificate, executed by the chief financial officer, the treasurer or the corporate controller of 3) Business Days after the Borrower, showing, as either Servicer or any Aircraft Subsidiary obtains knowledge of the last day occurrence of the relevant Fiscal Quarter (A) any Facility Default, Facility Event or Fiscal Year compliance Default or Servicer Replacement Event, (B) Liens with the covenants set forth in Section 7.2.4 respect to any Collateral other than Permitted Liens, (in reasonable detail C) any Lease Default, (D) any extension of any Lease and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent)(E) any Lease Maturity, notice thereof;
d. (iv) as soon as possible practicable and in any event within three (3) Business Days after the occurrence of a Default Borrower, either Servicer or Prepayment Event, a statement any Aircraft Subsidiary obtains knowledge of the chief financial officer commencement of any litigation, action, proceeding or labor controversy of the Borrower setting forth details type and materiality described in clause (g) 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 thereofSection 6.01, notice of any Material Litigation except thereof and, 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 after the sending or filing thereofAgent requests, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerdocumentation relating thereto;
(v) promptly upon receipt from any Manufacturer, and all registration statements which the Borrower either Servicer, any Lessee or any Lessee’s insurance carrier or broker, copies of its Subsidiaries files with any material notice, communication, document or agreement related to the SEC Collateral including the Aircraft, Airframes or any national securities exchangeEngines; and
h. (vi) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxMonthly Report).
Appears in 1 contract
Financial Information, Reports, Notices, etc. SECTION 7.1.1. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender and Finnvera, as the case may be) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 Administrative Agent);; NYDOCS01/1357662.2 35
d. (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. (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. (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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(h) as soon as the Borrower becomes aware thereof, notice of any suspension or revocation of the Purchased Vessel’s classification; and
h. (i) such other information (x) respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiaries, (y) respecting the transactions and documents related to the Purchased Vessel or the delivery of the Purchased Vessel or (z) as may be required to enable the Administrative Agent to obtain the full benefit of the Finnvera Guarantee, as any Lender or Finnvera, in either case through the Facility Agent Administrative Agent, may from time to time reasonably request; provided provided, however, that information required to be furnished to the Facility Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx.
Appears in 1 contract
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 Issuer and the Administrative Agent copies of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy consolidated balance sheet of the Borrower’s report on Form 10-Q (or any successor form) Borrower and its Subsidiaries as filed by of the Borrower with the SEC for end of such Fiscal Quarter, containing unaudited together with the related consolidated financial statements statement of the Borrower earnings and cash flow for such Fiscal Quarter (including a balance sheet and profit for the period commencing at the end of the previous Fiscal Year and loss statement) prepared in accordance ending with GAAPthe end of such Fiscal Quarter, subject to normal year-end audit adjustmentscertified by the chief financial Authorized Officer of the Borrower;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) as filed by for such Fiscal Year for the Borrower and its Subsidiaries, including therein a consolidated balance sheet for the Borrower and its Subsidiaries as of the end of such Fiscal Year, together with the SEC related consolidated statement of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP each case certified (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers Arthxx Xxxexxxx LLP or another a "Big Five" firm of independent public accountants, together with a certificate from such accountants to the effect that, in making the audit necessary therefor no knowledge was obtained of similar standingany Default or Event of Default insofar as the same relates to any financial covenant set forth in Section 7.2.4, except as specified in such certificate;
c. (c) together with each the delivery of the statements delivered financial information required pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, in substantially the form of Exhibit E, executed by the chief financial officer, the treasurer or the corporate controller Authorized Officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. ) compliance with the financial covenants set forth in Section 7.2.4; 72 80 (d) as soon as possible and in any event within three Business Days after obtaining knowledge of the occurrence of a Default or Prepayment Eventeach Default, a statement of the president, chief executive, or chief financial officer Authorized 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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Credit Agreement (Pasta Group L L C)
Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. : as soon as available and in any event within 60 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer 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. Borrower; as soon as available and in any event within 120 ninety (90) days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC 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, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (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 for such Fiscal Year prepared in accordance Borrower, no knowledge was obtained of any Default or Event of Default; concurrently 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 the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief executive, financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 8.4, (in reasonable detail 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 appropriate calculations respect thereto) and computations in (iii) showing the outstanding balance of all respects reasonably satisfactory to Revolving Loans as of the Facility Agent);
d. 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 Prepayment EventEvent of Default, a statement of the chief executive, financial officer or accounting Authorized Officer of the Borrower setting forth details of such Default or Prepayment of Event (as the case may be) 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) days after the Borrower becomes aware thereofor 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 of any Material Litigation except thereof and, 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 thereofLender requests, notice copies 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. all documentation relating thereto; promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting immediately upon becoming aware of (i) the condition or operations, financial or otherwise, 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 its Subsidiaries 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 through the Facility Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Lender may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, furnish or will cause to be furnished, furnished to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer 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 adjustmentsBorrower;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC 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, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants of similar standingany Default;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief executive, financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the financial covenants set forth in Section 7.2.4 8.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agentrespect thereto);
d. (d) as soon as possible and in any event within five days after the Borrower or any of its Subsidiaries obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief executive, financial officer or accounting Authorized 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. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor 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 of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. such other information respecting (g) immediately upon becoming aware of (i) the condition or operations, financial or otherwise, 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 its Subsidiaries 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;
(h) 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; and
(i) such other financial and other information as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Parent will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Parent and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Parent and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Parent (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-year end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Parent and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Parent and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingacceptable to the Administrative Agent;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerParent, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 7.2.4, (ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Parent or an Obligor has taken or proposes to take with respect thereto), (iii) designating one or more of the Parent’s Subsidiaries as Material Subsidiaries if, in reasonable detail the absence of such designation, the aggregate assets or revenues of all Immaterial Subsidiaries of the Parent would exceed the aggregate amounts set forth in clauses (iii) and with appropriate calculations and computations in all respects reasonably satisfactory (iv) of the first proviso to the Facility Agentdefinition of “Immaterial Subsidiary”, (iv) certifying that the Subsidiaries of the Parent previously designated as Immaterial Subsidiaries remain Immaterial Subsidiaries as of the date thereof and (v) in the case of a Compliance Certificate delivered concurrently with the financial information pursuant to clause (b) (relative to the 2008 Fiscal Year and thereafter), the amount of Excess Cash Flow for such Fiscal Year (together with a detailed calculation thereof);
d. (d) as soon as possible and in any event within three days after the Parent or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Parent setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Parent or such Obligor has taken and proposes to take with respect thereto;
e. (e) at the time of each prepayment required under Section 3.1.1, (x) a certificate signed by an Authorized Officer of the Borrower setting forth in reasonable detail the amount of such prepayment and (y) to the extent practicable, at least three days’ prior written notice of such prepayment specifying the principal amount of Loans to be prepaid;
(f) as soon as possible and in any event within five days after the Borrower becomes aware thereofParent or any other Obligor 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 which could reasonably be expected to have a material adverse effect on the outcome of such litigation, action, proceeding or labor controversy or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange;
(h) promptly upon becoming aware of (i) the institution of any steps by any 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 303(k) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that any Obligor furnish a bond or other security to the PBGC or such Pension Plan, (iv) a determination that a Pension Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code), or a determination that a Multiemployer Plan is, or is expected to be, in endangered or critical status (as defined in Section 305 of ERISA), or (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Plan which could result in the incurrence by any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(i) promptly upon receipt thereof, copies of all “management letters” submitted to the Parent or any other Obligor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants;
(j) promptly following the mailing or receipt of any notice or report delivered under the terms of any Permitted Additional Indebtedness, any Subordinated Debt or any Designated Preferred Stock Documents, copies of such notice or report;
(k) promptly following receipt thereof by the Parent, (i) a copy of the monthly progress reports on the operations of the Greens Creek Joint Venture and each other operating mine of the Parent and its Subsidiaries and monthly supplemental financial data with respect to the Greens Creek Joint Venture and each other operating mine of the Parent and its Subsidiaries, for the immediately preceding calendar month and (ii) a copy of the unaudited balance sheet and the related statements of income and cash flow of the Greens Creek Joint Venture for each fiscal year, setting forth in comparative form the figures for the immediately preceding fiscal year;
(l) as soon as available and, in any event, within
(i) 45 days after the end of each Fiscal Year, updated capital, operating and exploration budgets of the Parent and its Material Subsidiaries, certified by an Authorized Officer of the Parent;
(ii) 90 days after the end of each Fiscal Year, an updated Hecla Mine Plan, certified by an Authorized Officer of the Parent; and
h. such other information respecting (iii) 90 days after the condition or operationsend of each Fiscal Year, financial or otherwiseupdated mineral reserve statements for the Parent and its Subsidiaries, certified by an Authorized Officer of the Borrower Parent;
(m) as soon as possible and in any event within three days after the Parent or any other Obligor obtains knowledge of the commencement of any suit, action or proceeding arising under any Environmental Laws which could reasonably be expected to result in a Material Adverse Effect, or any other adverse claim asserted against any Obligor or with respect to its properties which could reasonably be expected to result in a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;
(n) promptly upon the occurrence of any material event relating to the Greens Creek Mine and each other operating mine of the Parent and its Subsidiaries, including any unscheduled shutdowns of, or disruptions to, the mining operations of the Greens Creek Mine and each other operating mine of the Parent and its Subsidiaries, notice thereof;
(o) promptly notify the Administrative Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to, or as to compliance with, laws relating to employee health and safety (including the Occupational Safety and Health Act, 29 U.S.C.A. §651 et. seq. and the Federal Mine Safety and Health Act, 30 U.S.C.A. §801 et. seq.), to the extent conditions described in such claims, complaints, notices and inquiries could reasonably be expected to result in a liability for the Parent and its Subsidiaries in an aggregate amount exceeding $1,000,000 and shall promptly resolve any material non-compliance with such laws (except to the extent such non-compliance is being diligently contested in good faith) and keep its property free of any Lien imposed by such laws;
(p) as soon as available and in any event within 45 days after the end of each of the Fiscal Quarters of each Fiscal Year, reports with respect to all Hedging Agreements entered into by Parent and its Subsidiaries as contemplated by this Agreement, which reports shall be in form and substance satisfactory to the Administrative Agent; and
(q) such other financial and other information as any Lender through the Facility Agent Secured Party may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Guarantor will furnish, or will cause to be furnished, to each Lender and the Facility Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (i) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BorrowerGuarantor, a copy consolidated balance sheets of the Borrower’s report on Form 10-Q (or any successor form) Guarantor and its Subsidiaries as filed by of the Borrower end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Guarantor and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated certified by the chief financial statements Authorized Officer of the Borrower for such Fiscal Quarter (including a balance sheet and profit and loss statement) Guarantor as having been prepared in accordance with GAAP, subject to normal year-end audit adjustments;
b. ; as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerGuarantor, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) for such Fiscal Year for the Guarantor and its Subsidiaries, including therein consolidated balance sheets of the Guarantor and its Subsidiaries as filed by of the Borrower with end of such Fiscal Year and consolidated statements of earnings and cash flow of the SEC Guarantor and its Subsidiaries for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year in each case certified (without any Impermissible Qualification) as having been prepared in accordance with GAAP (including in a balance sheet manner acceptable to the Agent and profit and loss statement) and audited the Required Lenders by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar recognized national standing;
c. together with ; as soon as available and in any at the time of each delivery of the statements delivered pursuant to the foregoing clause financial reports under subclauses (ai) or and (b)ii) above, a certificate, executed by the chief financial officer, the treasurer or the corporate controller Authorized Officer of the BorrowerGuarantor, 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. as soon as possible after ) compliance with the occurrence of a Default or Prepayment Event, a statement financial covenants set forth in Section 7.2.3 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 theretoTerm Loan Agreement;
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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Guaranty (Noble Energy Inc)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy balance sheet of the Borrower’s report on Form 10-Q (or any successor form) Borrower as filed by of the Borrower with the SEC for end of such Fiscal Quarter, containing unaudited consolidated financial Quarter and statements of earnings and cash flow of the Borrower for such Fiscal Quarter (including a balance sheet and profit for the period commencing at the end of the previous Fiscal Year and loss statement) prepared in accordance ending with GAAPthe end of such Fiscal Quarter, subject to normal year-end audit adjustmentscertified by the chief financial officer of the Borrower;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual audit 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 Year for the Borrower including therein a balance sheet of the Borrower as of the end of such Fiscal Year and a statement of earnings and cash flow of the Borrower for such Fiscal Year prepared Year, in accordance with GAAP each case certified (including without any Impermissible Qualification) in a balance sheet and profit and loss statement) and audited manner acceptable to the Lender by PricewaterhouseCoopers Xxxxxx Xxxxxxxx, LLP or another firm of other independent public accountants acceptable to the Lender, together with a certificate from such accountants containing a computation of, and showing compliance with, the financial ratio and restriction contained in Section 7.2.4 and to the effect that, in making the examination necessary for the signing of similar standingsuch annual report by such accountants, 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;
c. together with (c) as soon as available and in any event within 45 days after the end of each of the statements delivered pursuant to the foregoing clause (a) or (b)Fiscal Quarter, a certificate, executed by the chief financial officer, the treasurer or the corporate controller officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent)Lender) compliance with the financial covenant set forth in Section 7.2.4;
d. (d) as soon as possible and in any event within three days after the occurrence of a Default or Prepayment Eventeach Default, 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. (e) as soon as possible and in any event within three days after (x) the Borrower becomes aware thereofoccurrence of any adverse development with respect to any litigation, action, proceeding or labor controversy described in Section 6.7 or (y) the commencement of any labor controversy, litigation, action or proceeding of the type described in Section 6.7, notice thereof and copies of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECall documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders any of each security issued by the Borrowerits securityholders, 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 the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, 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 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; and
h. (h) such other information respecting the financial condition or operations, financial or otherwise, operations of the Borrower or any of its Subsidiaries as any the Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Agent (with sufficient copies for distribution to and each Lender) , copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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, in each case certified by the chief financial statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter (including a balance sheet and profit and loss statement) to have been prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustments) and to fairly and accurately present the financial condition and results of operations of the Borrower and its Subsidiaries at the date and for the periods indicated therein;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP and setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants reasonably acceptable to the Agent, stating that, in performing the examination necessary to deliver the audited financial statements of similar standingthe Borrower, no knowledge was obtained of any Event of Default;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing(i) showing compliance with the requirements set forth in Sections 7.2.4, as 3.1.1(g), 3.1.1(h) and 3.1.2, (ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with respect thereto) and (iii) stating that no Subsidiary has been formed or acquired since the delivery of the last day Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the relevant Fiscal Quarter or Fiscal Year compliance last Compliance Certificate, a statement that such Subsidiary has complied 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 Agent7.1.8);
d. (d) as soon as possible and in any event within five (5) days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which that the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five (5) days after the Borrower becomes aware thereofor any other Obligor 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, (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7 or (iii) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority (including under Environmental Laws or with respect to ERISA matters) against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAgent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or that any of its Subsidiaries Obligor files with the SEC or any national securities exchange; and;
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) promptly upon becoming aware of this (i) the institution of any steps by any 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 7.1.1 shall be deemed furnished to the Facility Agent when available free 302(f) of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.ERISA,
Appears in 1 contract
Sources: First Lien Credit Agreement (Radiant Oil & Gas Inc)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
a. (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 's report on Form 10-Q (or any successor form) as filed by the Borrower with the SEC Securities and Exchange Commission 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;; WEIL:\98779116\4\64945.0060
b. (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 's annual report on Form 10-K (or any successor form) as filed by the Borrower with the SEC Securities and Exchange Commission 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. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent); it being understood and agreed, for the avoidance of doubt, that no such certificate shall be required to be delivered with respect to any Fiscal Quarter or Fiscal Year ending during the Waiver Period;
d. (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. (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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (g) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request;
(h) within five Business Days after the end of each month ending (x) during the Waiver Period, 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 immediately preceding month, compliance with the covenant set forth in Section 6.2.9; provided that information required to be furnished to that, if the Facility Agent under subsections (a)Borrower is not in compliance with the covenant set forth in Section 6.2.9 as of the last day of such month, (b) the Borrower shall show compliance with such covenant as of the date such certificate is delivered and (gy) after the end of this Section 7.1.1 shall be deemed furnished the Waiver Period and on or prior to December 31, 2023, a certificate, executed by the Facility Agent when available free chief financial officer, the treasurer or the corporate controller of charge the Borrower, showing the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as determined in accordance with GAAP as of the last day of such month;
(i) within ten Business Days after the end of each month during the period commencing on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx Waiver Effective Date and ending with delivery of information for the month ending on September 30, 2023, a certificate, executed by the chief financial officer, the treasurer or the SEC’s website at xxxx://xxx.xxx.xxx.corporate controller of the Borrower, showing (x) a breakdown of customer deposits between valid cruises, cancelled cruises and future cruise certificates and (y) a WEIL:\98779116\4\64945.0060 reconciliation of the Borrower's consolidated customer deposit balance, in substantially the form attached hereto as Exhibit I; and
(j) within fifteen Business Days after the end of each Fiscal Quarter during the period commencing on the Waiver Effective Date and ending with delivery of information for the Fiscal Quarter ending on September 30, 2023, updated liquidity projections, in substantially the form attached hereto as Exhibit J, covering the next twelve month period; and
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Guarantor -------------------------------------------- will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Lessor copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year a consolidated balance sheet of Guarantor as of the Borrower, end of such Fiscal Quarter along with a copy consolidated statements of earnings and cash flow for Guarantor for such Fiscal Quarter and for the period commencing at the end of the Borrower’s report on Form 10-Q (or any successor form) as filed by the Borrower previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated certified by the chief financial statements or accounting officer 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 adjustmentsGuarantor;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) for such Fiscal Year for Guarantor, including therein a consolidated balance sheet of Guarantor as filed by of the Borrower with the SEC end of such Fiscal Year and consolidated statements of earnings and cash flow of Guarantor for such Fiscal Year, containing audited consolidated financial statements certified (without any Impermissible Qualification) in a manner acceptable to the Lessor by Ernst and Young or other independent certified public accountants acceptable to the Lessor.
(c) as soon as available and in any event within 45 days of the Borrower for such end of each 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)Quarter, a certificate, certificate executed by the chief financial officerofficer of Guarantor, 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to Lessor) compliance with the Facility Agent);financial covenants set forth in Sections 4.2.1 and 4.2.3; -------------- -----
d. (d) as soon as possible and in any event within three business days after Guarantor or any of its Subsidiaries has knowledge of the occurrence of a Default or Prepayment Eventa default or breach by Guarantor of any of Guarantor's covenants or representations or warranties set forth in this Guaranty, a statement of the chief financial or accounting officer of the Borrower Guarantor setting forth details of such Default or Prepayment Event (as the case may be) default and the action which the Borrower has actions Lessee or Guarantor have taken and proposes or propose to take with respect thereto;
e. (e) as soon as possible and in any event within three business days after (x) the Borrower becomes aware thereof, notice occurrence of any Material Litigation except adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 3.1.7 or (y) the extent that such Material Litigation is disclosed by commencement of any labor controversy, ------------- litigation, action, proceeding of the Borrower type described in filings with the SECSection 3.1.7, ------------- notice thereof and upon request copies of all documentation relating thereto;
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. (f) promptly after the receipt, sending or filing thereof, copies of all material (i) statements, reports which or other documents sent or received by Guarantor or Lessee to or from any Governmental Authority regarding any of the Borrower sends Property or any of the Operative Agreements or to or from its security holders and (ii) all holders of each security issued by the Borrower, reports and all registration statements which the Borrower Guarantor or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(g) immediately upon the institution of any steps by Guarantor or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that Guarantor furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by Guarantor of any material liability, fine or penalty, or any material increase in the contingent liability of Guarantor with respect to any post-retirement Welfare Plan benefit, notice thereof and upon request copies of all documentation relating thereto; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of the Borrower Guarantor or any of its Subsidiaries as any Lender through the Facility Agent Lessor may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderBank copies (in sufficient number to provide at least one copy to each Bank) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy (1) consolidated balance sheets, statements of earnings, and statements of cash flow as of the Borrower’s report on Form 10-Q (or any successor form) as filed by the Borrower with the SEC for end of such Fiscal QuarterQuarter (and, containing unaudited consolidated financial if required by GAAP or by any Governmental Authority, consolidating balance sheets, statements of earnings and statements of cash flows) of the Borrower 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, certified by an Authorized Officer of the Borrower and (including 2) a balance sheet schedule of all Hedging Obligations of the Borrower and profit and loss statement) prepared its Restricted Subsidiaries in accordance with GAAP, subject to normal year-end audit adjustmentsreasonable detail;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of the Borrower, (1) a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) as filed by the Borrower with the SEC for such Fiscal YearYear for the Borrower, containing audited including therein consolidated (and, if required by GAAP or by any Governmental Authority, consolidating) financial statements of the Borrower for as of the end of 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 manner described in clause (a) or above and certified (without any Impermissible Qualification) by independent certified public accountants of nationally recognized standing selected by the Borrower and (2) a schedule of all Hedging Obligations of the Borrower and its Restricted Subsidiaries in reasonable detail;
(c) as soon as available and in any event within 15 days of the delivery to the Administrative Agent of the financial statements described in clauses (a) and (b)) above, a certificate, executed by the chief financial officer, the treasurer or the corporate controller an Authorized Officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) compliance with the financial covenants set forth in Section 7.2.4. together with a statement to the effect that the Borrower has not become aware of any Default or Event of Default that has occurred or is continuing, or, if the Borrower 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;
(d) concurrently with the certificate delivered pursuant to clause (c) above, (i) a production statement which identifies the most recent information available relating to the gross volumes of Hydrocarbons produced in the aggregate from the Hydrocarbon Interests included in the Borrowing Base, (ii) a statement of revenues and expenses attributable to the Hydrocarbon Interests included in the Borrowing Base for such Fiscal Quarter ended, and (iii) an operating report which identifies the most recent information available relating to the aggregate Hydrocarbons throughput of the Gas Gathering Systems, revenues and expenses and operating reports each attributable to the Gas Gathering Systems for such Fiscal Quarter then ended, such production report and statement of revenues and expenses and operating reports each to be in a form and substance reasonably satisfactory to the Facility Agent)Administrative Agent and the Banks;
d. as soon as possible after (e) promptly upon the Borrower learning of the occurrence of a any Default or Prepayment EventBorrowing Base Deficiency, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) Borrowing Base Deficiency and the action which the Borrower has taken and proposes to take with respect thereto;
e. as soon as (f) promptly upon the Borrower becomes aware thereof, notice learning of (x) the occurrence of any Material Litigation except material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (y) 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 commencement of any event whichlabor controversy, litigation, action or proceeding of the type described in its reasonable Section 6.7, or (z) any material adverse development with respect to any litigation, action, proceeding or controversy affecting any Obligor, which in the Borrower's opinion, would could reasonably be expected to materially adversely affect have a material adverse effect on the business, operations operations, affairs, condition (financial or financial condition otherwise), prospects or assets of the Borrower and its Subsidiaries taken as on a wholeconsolidated basis;
g. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerits stockholders generally, and all reports on form 10-K, 10-Q, 8-K, alx xxxxxxxxxx xxoxy statements, and effective registration statements (other than registration statements on Form S-8 or successor forms for sales of securities under Plans) which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. such other information respecting (h) immediately upon becoming aware of the condition or operations, financial or otherwise, institution of any steps by the Borrower or any Affiliate of its Subsidiaries as the Borrower to terminate any Lender through Pension Plan, or the Facility Agent may from time failure to time reasonably request; provided 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, or the taking of any action with respect to a Pension Plan which could result in the requirement that information required to be furnished the Borrower furnish a bond or other security to the Facility Agent under subsections (a)PBGC or such Pension Plan, (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any 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;
(i) as soon as possible, and in any event within 50 days after March 31, 2002, pro forma consolidated balance sheets, statements of earnings, and statements of cash flow for Prize and the Prize Subsidiaries for the Fiscal Quarter ended March 31, 2002, presented both for the whole Fiscal Quarter and as of the end of each month of such Fiscal Quarter;
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, deliver to the Facility Agent (with sufficient copies for distribution to each Lenderthe Lenders by posting to the Platform in compliance with Section 13.3(d): (a) the following financial statements, reports, notices and information:
a. as soon as available and in any event within 60 available, but no later than forty-five (45) days after the end last day of each of Fiscal Quarter for the first three Fiscal Quarters of each Fiscal Year the Borrower in any fiscal year (which date shall be automatically extended for a period not to exceed ten (10) Business Days, if and to the extent of the Borrower, a copy of the Borrower’s report on Form any initial extension granted by SEC for 10-Q (or any successor form) as filed by the Borrower with the SEC reporting for such Fiscal Quarterperiod), containing unaudited a company prepared consolidated financial statements of the Borrower for such Fiscal Quarter balance sheet, cash flow and income statement (including a balance sheet year-to-date results) covering Loan Parties’ and profit and loss statement) their Subsidiaries consolidated operations during the period, prepared under GAAP in accordance with GAAP, all material respects (subject to normal year-end audit adjustments;
b. adjustments and the absence of footnote disclosures), consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding Fiscal Quarter of the previous fiscal year, all in reasonable detail, certified by an Authorized Officer and, if other than in the form required by the SEC, in a form reasonably acceptable to Agent; (b) as soon as available and in any event within 120 available, but no later than ninety (90) days after the end last day of each Fiscal Year of the Borrower, a copy of the Borrower’s annual report on Form fiscal year (which date shall be automatically extended for a period not to exceed ten (10) Business Days, if and to the extent of any initial extension granted by SEC for 10-K (or any successor form) as filed by the Borrower with the SEC reporting for such Fiscal Yearperiod), containing audited consolidated financial statements of prepared under GAAP, consistently applied, together with an unqualified opinion on the Borrower for such Fiscal Year prepared in accordance with GAAP (including financial statements from a balance sheet and profit and loss statement) and audited by PricewaterhouseCoopers LLP “big four” firm, or another independent certified public accounting firm of independent public accountants of similar standing;
c. together with each of the statements delivered pursuant acceptable to the foregoing clause Required Lenders (a) or (b)and if other than a “big four” firm, 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 is acceptable 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, Agent in its reasonable opiniondiscretion); provided, would be expected to materially adversely affect that, any such opinion may have a going concern qualification based solely on (i) the business, operations or financial condition upcoming maturity date of the Borrower and its Subsidiaries taken as Obligations under this Agreement occurring within 12 months of the date of such audit or (ii) a whole;
g. promptly after the sending determination that any Loan Party has less than 12 months liquidity; (c) within five (5) Business Days of delivery or filing thereof, copies of all material statements, reports which the Borrower sends and notices made available to all Loan Parties’ security holders or to any holders of each security issued 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, and all registration statements which 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 in a Form 8-K); (e) prompt written notice of (i) an event that materially and adversely affects the value of any national securities exchange; and
h. such other information respecting Material Intellectual Property or (ii) the condition occurrence of any event with respect to any property or operations, financial or otherwise, assets of the Borrower or any of its Subsidiaries as any Lender through resulting in a material Loss, which notice shall include whether such Loss is covered by insurance or if the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) insurance carrier has disclaimed coverage of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.such Loss;
Appears in 1 contract
Sources: Credit, Security and Guaranty Agreement (iRhythm Technologies, Inc.)
Financial Information, Reports, Notices, etc. The Borrower Lessee will furnish, or will cause to be furnished, furnish to the Facility Lessor and the Agent the following, each in such form and such detail as the Lessor shall reasonably request (with sufficient copies for distribution of which the Lessor shall promptly deliver to each LenderParticipant):
(i) the following financial statements, reports, notices and information:
a. as soon as available and in any no event within 60 later than (50) days after the end last day of each fiscal quarter of Lessee, (a) a copy of the first three Fiscal Quarters Financial Statements of Lessee and its Subsidiaries (prepared on a consolidated basis) for such quarter and for the fiscal year to date, certified by the president or chief financial
(ii) as soon as available and in no event later than one hundred (100) days after the close of each Fiscal Year of the BorrowerLessee, a copy (A) copies of the Borrower’s report audited Financial Statements of Lessee and its Subsidiaries (prepared on Form 10-Q a consolidated basis) for such year, audited by independent certified public accountants of recognized national standing acceptable to the Lessor, and (B) copies of the unqualified opinions (or any successor formqualified opinions reasonably acceptable to Agent) as filed and management letters delivered by the Borrower such accountants in connection with all such Financial Statements;
(iii) contemporaneously with the SEC for such Fiscal Quarter, containing unaudited consolidated financial statements of the Borrower for such Fiscal Quarter (including a balance sheet quarterly 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 Financial Statements required 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 foregoing clauses (including a balance sheet and profit and loss statementi) 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 (bii), a certificate, executed by compliance certificate (the "Compliance Certificate") of the president or chief financial officerofficer of Lessee which (A) states that no Event of Default and no Default has occurred and is continuing, or, if any such Event of Default or Default has occurred and is continuing, a statement as to the treasurer nature thereof and what action Lessee proposes to take with respect thereto, and (B) sets forth, for the quarter or the corporate controller of the Borrower, showing, year covered by such Financial Statements or as of the last day of the relevant Fiscal Quarter such 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 year (as the case may be) ), the calculation of the financial ratios and the action which the Borrower has taken and proposes to take with respect theretotests provided in Section 10.2(a);
e. (iv) as soon as the Borrower becomes aware thereof, notice possible and in no event later than five (5) Business Days after any officer 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 Lessee knows of the Borrower and its Subsidiaries taken as occurrence or existence of (A) any Reportable Event under any Employee Benefit Plan or Multiemployer Plan; (B) any actual litigation or threatened litigation which has a whole;
g. promptly after the sending reasonable likelihood of leading to actual litigation, suits, claims or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower disputes against Lessee or any of its Subsidiaries files with the SEC involving potential monetary damages
(v) As soon as available and in no event later than five (5) Business Days after they are sent, made available or any national securities exchange; and
h. such other information respecting the condition or operationsfiled, financial or otherwise, copies of the Borrower (A) all registration statements and reports filed by Lessee or any of its Subsidiaries with any securities exchange or the Securities and Exchange Commission (including, without limitation, all 10-Q, 10-K and 8-K reports); (B) all reports, proxy statements and financial statements sent or made available by Lessee or any of its Subsidiaries to its security holders; and (C) all press releases and other similar public information concerning any material developments in the business of Lessee or any of its Subsidiaries made available by Lessee or any of its Subsidiaries to the public generally; and
(vi) such other instruments, agreements, certificates, opinions, statements, documents and information relating to the operations or condition (financial or otherwise) of Lessee or its Subsidiaries, and compliance by Lessee with the terms of this Participation Agreement as any Lender through the Facility Agent Lessor may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Loan Agreement (Lam Research Corp)
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. (d) as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and and, if it is continuing, the action actions which the Borrower has taken and and/or proposes to take with respect thereto;
e. (e) as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f) as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g) as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h) as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its 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. (i) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. (j) such other information respecting regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender and/or the Funding Entity (through the Facility Agent or the Funding Agents (as applicable)) may from time to time reasonably request;
(k) such other documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender and/or the Funding Entity) in order for the Facility Agent (or such Lender and/or the Funding Entity, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement, the other Finance Documents and the Funding Agreement;
(l) such other documentation and information that BpiFAE may from time to time request;
(m) as soon as the Borrower becomes aware thereof, notice (with a copy to BpiFAE) of any matter that has, or may, result in a breach of Clause 8.10 (Performance of Building Contract Obligations);
(n) during the Financial Covenant Waiver Period, as soon as available and in any event no later than five (5) days after the end of each monthly period starting on 1 April 2020, a written report (in a form satisfactory to BpiFAE) containing cash-flow projections for the period from the date of the relevant report until 31 March 2022;
(o) during the period commencing upon the expiry of the Financial Covenant Waiver Period and ending on the date the Deferred Tranche is repaid in full, as soon as available and in any event within thirty (30) days after the end of each quarterly period starting with the quarterly period commencing on 1 April 2021 and ending on 30 June 2021, a written report (in a form satisfactory to BpiFAE) containing cash-flow projections for the 24 months succeeding the date of the relevant quarterly report; and
(p) on one occasion during each calendar year from the start of the Financial Covenant Waiver Period until the Deferred Tranche has been repaid in full, the environmental plan of the Borrower as required to be published pursuant to the letter of the Borrower dated 27 April 2020 and which is referred to in the Amendment and Restatement No.4, provided that information required to be furnished to the Facility Agent under subsections paragraphs (a), (b), (h) and (gp) of this Section 7.1.1 Clause 8.1 (Financial Information, Reports, Notices, etc.) shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx; and provided further that the Facility Agent or the Funding Agents (as applicable) may disclose to BpiFAE and the Funding Entity the documentation and information received by or available to them pursuant to this Clause 8.1 (Financial Information, Reports, Notices, etc.) and any other documentation and information concerning the Borrower that BpiFAE may request from time to time or that the Funding Entity may reasonably request from time to time in connection with the Funding Agreement (subject, in all cases with respect to the Funding Entity, to the Funding Entity’s agreement to keep such information confidential on terms equivalent to those in Clause 13.15 (Confidentiality)).
Appears in 1 contract
Sources: Fifth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to furnish each Lender and the Facility Agent (with sufficient Administrative Agents copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Company and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Company (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Company and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Company and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by a “Big Four” accounting firm or other independent public accountants acceptable to the Administrative Agents, stating that, in performing the examination necessary to deliver the audited 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 Company, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerCompany, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Company or an Obligor has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8) and (iii) in reasonable detail and the case of a Compliance Certificate delivered concurrently with appropriate calculations and computations in all respects reasonably satisfactory the financial information pursuant to clause (b), if the Facility Agent)Company’s Leverage Ratio is equal to or exceeds 3.50:1, a calculation of Excess Cash Flow;
d. (d) as soon as possible and in any event within three Business Days after the Company or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Company setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Company or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three Business Days after the Borrower becomes aware thereofCompany or any other Obligor 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 of any Material Litigation except thereof and, 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 after the sending or filing thereofAgent requests, copies of all reports documentation relating thereto;
(f) promptly upon becoming aware of (i) the institution of any steps by any 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 Borrower sends requirement that any Obligor 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 any Obligor of any material liability, fine or penalty, notice thereof and copies of all holders documentation relating thereto;
(g) promptly following the mailing or receipt of each security issued any notice or report delivered under the terms of the Indentures, copies of such notice or report;
(h) all Patriot Act Disclosures, to the extent reasonably requested by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchangeAdministrative Agents; and
h. (i) [Reserved.]
(j) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility Agent Administrative Agents may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agents may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Financial Information, Reports, Notices, etc. The Borrower -------------------------------------------- Company will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Bank copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available, and in any event within 45 days after the close of each quarterly fiscal period of the Company (i) a copy of consolidated balance sheets and profits and loss statements for the Company and its Subsidiaries (for such quarterly period and the year to date) for such period of the Company and for the corresponding periods of the preceding fiscal year, and (ii) consolidating balance sheets and profit and loss statements for the Company and each Subsidiary for the year to date, all in reasonable detail, prepared by the Company and certified by the chief financial officer of the Company;
(b) as soon as available, and in any event within 120 days after the close of each fiscal year of the Company, a copy of the audit report for such year and accompanying financial statements, including a consolidated balance sheet, reconciliation of changes in stockholders' equity, profit and loss statement and showing in comparative form the figures for the previous fiscal year of the Company, all in reasonable detail, accompanied by the unqualified opinion of Ernst & Young or other independent public accountants of nationally recognized standing selected by the Company and satisfactory to the Bank;
(c) as soon as available and in any event within 60 45 days after the end of each quarterly fiscal period a certificate (the "Compliance Certificate") substantially in the form 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 certificateExhibit F --------- hereto, executed by the chief financial officer, the treasurer or the corporate controller officer of the BorrowerCompany, 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. as soon as possible after Bank) compliance with the occurrence of a financial covenants set forth in Sections 7.2.1, 7.2.2, -------------- ----- 7.2.3 and 7.2.4 and stating that no Default or Prepayment Eventhas occurred and is ----- ----- continuing or, if there is any such Default, 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 Company has taken and proposes to take with respect thereto;
e. (d) as soon as possible, and in any event within ten (10) Banking Days after the Borrower becomes aware thereofCompany learns of the following, give written notice of any Material Litigation except to the extent that such Material Litigation is disclosed Bank of (a) any material proceeding(s) being instituted or threatened to be instituted by or against the Borrower Company or any Subsidiary in filings with the SEC;
f. as soon as the Borrower becomes aware thereofany federal, notice of state, local, or foreign court or before any event whichcommission or other regulatory body (federal, state, local or foreign), (b) any material adverse change in its reasonable opinion, would be expected to materially adversely affect the business, operations Property or condition, financial condition or otherwise of the Borrower Company, and its Subsidiaries taken as a whole(c) the occurrence of any Default;
g. (e) promptly after the sending or filing thereof, copies of all reports which the Borrower Company sends to all holders of each security issued by the Borrowerits equity securityholders, and all reports and registration statements (other than S-8 registration statements) which the Borrower Company or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (f) promptly after becoming aware of the institution of any steps by the Company, the PBGC or any ERISA Affiliate to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Company of any material liability, fine or penalty, or any material increase in the contingent liability of the Company with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto;
(g) such other information respecting the condition or operations, financial or otherwise, of the Borrower Company or any of its Subsidiaries Subsidiaries, or the Company's compliance with this Agreement, as any Lender through the Facility Agent Bank may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Credit Agreement (Mycogen Corp)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to and each Lender) , copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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, in each case, certified as complete and correct by the chief financial statements or accounting Authorized Officer 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. (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants reasonably acceptable to the Administrative Agent, that shall include a calculation of the financial covenants set forth in Section 7.2.4 and stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with appropriate calculations respect thereto), and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8);; Credit Agreement (First Lien)
d. (d) as soon as possible and in any event within five days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which that the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor any other Obligor 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, (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7 or (iii) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority (including under Environmental Laws or with respect to ERISA matters) against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements that any Obligor files with the SEC, or any national securities exchange;
(g) promptly upon becoming aware of (i) the institution of any steps by any 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 that could result in the requirement that any Obligor 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 that could result in the incurrence by any Obligor of any liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all “management letters” or reports which submitted to the Borrower sends or any other Obligor by the independent public accountants referred to all holders in clause (b) in connection with each audit made by such accountants or any other interim or special audit conducted by them;
(i) promptly following the mailing or receipt of each security issued by any material notice or report delivered under the terms of the 2010 Notes Indenture, the 2011 Notes Indenture or any Permitted Unsecured Debt Document, copies of such notice or report;
(j) promptly (i) if the Borrower obtains knowledge that the Borrower or any Person that owns, directly or indirectly, any Capital Securities of the Borrower, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the Terrorism Laws, the Borrower will notify the Administrative Agent and (ii) upon the request of any Lender, the Borrower will provide any information such Lender believes is reasonably necessary to be delivered to comply with the Patriot Act; Credit Agreement (First Lien)
(k) concurrently with any delivery of financial statements under clause (b) above, or within five days following any change to any existing insurance policy that could reasonably be expected to have an adverse effect on the Lender Parties, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 7.1.4, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all registration statements which copies of the applicable policies;
(l) concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 2.8, a list of Persons who purchase (or did purchase in the last six months) at least 50% of the Hydrocarbons from the Borrower or any of its Subsidiaries files Subsidiaries;
(m) concurrently with the SEC delivery of any Reserve Report, the Borrower shall provide to the Administrative Agent and each Lender, a certificate from an Authorized Officer of Borrower certifying that, to the best of his knowledge and in all material respects: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Borrower and its Subsidiaries own Good Title to the Oil and Gas Properties evaluated in such Reserve Report (in this Section called the “Covered Properties”) and are free of all Liens except for Liens permitted by Section 7.2.3, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report (other than those permitted by the Security Documents) that would require Borrower or such Subsidiary to deliver hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of the Covered Properties has been Disposed since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of such properties Disposed and in such detail as reasonably required by the Administrative Agent, (v) set forth on a schedule attached to the certificate is the present discounted value of all Covered Properties that are part of the Oil and Gas Properties that are encumbered by the Mortgages (the “Mortgaged Properties”), (vi) Oil and Gas Properties that comprise at least eighty-five percent (85%) of the total value of the Proved Reserves that are included within the Covered Properties are part of the Mortgaged Properties, and (vii) Oil and Gas Properties that comprise at least eighty-five percent (85%) of the total value of the Proved Developed Producing Reserves that are included within the Covered Properties are part of the Mortgaged Properties;
(n) in the event the Borrower or any national securities exchange; andSubsidiary intends to sell or otherwise Dispose of at least $5,000,000 worth of any Oil or Gas Properties or any Capital Securities in any Subsidiary in accordance with this Agreement, prior written notice of such Disposition, the price thereof and the anticipated date of closing (provided, however, that such notice and information shall not be required in regards to any Disposition effected pursuant to Section 7.2.10(e));
h. such other information respecting (o) prompt written notice, and in any event within five Business Days, of the condition occurrence of any Casualty Event or operationsthe commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event;
(p) prompt written notice (and in any event within fifteen (15) days prior thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in the general location of its Properties, financial or otherwise, (ii) in the location of the Borrower or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any Guarantor’s federal taxpayer identification number;
(q) with the delivery of quarterly financial statements under Section 7.1.1(a) and in any event, no later than 60 days after the end of each fiscal quarter, (i) a report setting forth, for each calendar month during the then current fiscal year to date on a production date basis, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month, including, without limitation, transportation, gathering and marketing costs, and all categories of applicable expenses (at a level of detail reasonably acceptable to the Administrative Agent) charged to the Borrower or its Subsidiaries under the relevant operating agreements, and (ii) a report, in form and substance reasonably acceptable to the Administrative Agent and regarding the ongoing drilling programs of the Borrower and it Subsidiaries, which report will specify (A) the wxxxx drilled by the Borrower and its Subsidiaries during such recently ended fiscal quarter, (B) the status of such wxxxx as producing, shut-in, waiting-on-connection or otherwise, and the categorization of such wxxxx as Proved Developed Producing Reserves, Proved Developed Nonproducing Reserves, Proved Undeveloped Reserves or unproved reserves as of the most recent reserve report delivered pursuant to the most recently completed borrowing base redetermination, (C) the total number of successful wxxxx for such fiscal quarter on a gross and net basis and (D) the Capital Expenditures incurred in connection with such wxxxx during such fiscal quarter;
(r) promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Subsidiary; Credit Agreement (First Lien)
(s) (i) concurrently with any delivery of financial statements under Section 7.1.1(a), a certificate of an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, (A) setting forth as of the last Business Day of such Fiscal Quarter, a true and complete list of all Hedging Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Item 7.1.12 of the Disclosure Schedule, or not previously provided to the Administrative Agent, any margin required or supplied under any credit support document, and the Approved Counterparty to each such agreement, and (B) providing information and calculations as to (x) any volumes corresponding to swaps or collars (for the absence of doubt, volumes related to puts that are not executed in conjunction with any other Hedging Agreements are excluded) covering Oil and Gas Properties of the Obligors to the extent the same exceed 100% for crude oil or for natural gas, as the case may be, of the reasonably estimated projected crude oil and natural gas production, respectively, from the Obligors’ Proved Developed Producing Reserves in respect of such Oil and Gas Properties and (y) the Borrower’s good faith estimate (with reasonably detailed calculations and based on such hedging positions as the Borrower may deem appropriate provided such hedging positions are in compliance with the terms of the Loan Documents) of the cost to modify or unwind the Obligors’ hedging positions so that such volumes would not exceed 100% of such reasonably estimated projected crude oil and natural gas production, respectively, from the Obligors’ Proved Developed Producing Reserves in respect of such Oil and Gas Properties and (ii) within five days after any execution of any new Hedging Agreements or any assignment, termination or unwinding of any existing Hedging Agreements, notice thereof to the Administrative Agent, which notice shall be in form and substance and with details reasonably acceptable to the Administrative Agent; and
(t) such other financial and other information as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free Compliance Certificate, and including to the extent requested by the Administrative Agent, reasonably detailed calculations confirming that the Borrower is in compliance with Section 4.09 of charge on each of the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx 2010 Notes Indenture and the 2011 Notes Indenture or with the SEC’s website at xxxx://xxx.xxx.xxxcorresponding provision of any Permitted Unsecured Debt Document).
Appears in 1 contract
Sources: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Financial Information, Reports, Notices, etc. The Borrower Borrowers will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) copies of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 50 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated and consolidating balance sheet of the Borrower, a copy U.S. Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the U.S. 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 by the chief financial statements or accounting Authorized Officer (including the treasurer) of the U.S. Borrower for such Fiscal Quarter (including a balance sheet to present fairly, complete and profit and loss statement) prepared correct in accordance with GAAPall material respects the financial condition of the U.S. Borrower, subject to normal year-end audit adjustments;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated and consolidating balance sheet of the U.S. Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the U.S. Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent stating that, in performing the examination necessary to deliver the audited 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 U.S. Borrower, no knowledge was obtained of any Default or another firm Event of independent public accountants of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, or accounting Authorized Officer (including the treasurer or the corporate controller treasurer) of the U.S. Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the covenants financial covenant set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the U.S. Borrower or an Obligor has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agentrespect thereto);
d. (d) as soon as possible and in any event within three days after any officer of the U.S. Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the U.S. Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the U.S. Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three days after the U.S. Borrower becomes aware thereofor any other Obligor 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 of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange;
(g) immediately upon becoming aware of (i) the institution of any steps by any 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 any Obligor 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 any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all "management letters" submitted to the U.S. Borrower or any other Obligor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants;
(i) promptly following the mailing or receipt of any notice or report delivered under the terms of the Senior Notes or any Subordinated Debt, copies of such notice or report;
(j) on or before fifty days following the end of each Fiscal Quarter, an updated monthly cost budget of the U.S. Borrower, including annual planned Capital Expenditures and projected borrowings for such fiscal year, with updated projections showing financial covenant compliance (collectively, the "Budget"), for the operation of the U.S. Borrower and its Subsidiaries businesses during such Fiscal Year, setting forth in detail reasonably satisfactory to the Administrative Agent the projected results of operations of the U.S. Borrower and its Subsidiaries and stating underlying assumptions, and within five days after the effective date thereof, notice of any material changes or modifications in the Budget (which shall not include changes resulting from immaterial adjustments to the timing of any proposed borrowings);
(k) promptly upon notice thereof, notice of any change in any of the U.S. Borrower's ratings by S&P or Xxxxx'x; and
h. (l) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or the Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to furnish each Lender and the Facility Agent (with sufficient Administrative Agents copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Company and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Company (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Company and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Company and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by a “Big Four” accounting firm or other independent public accountants acceptable to the Administrative Agents, stating that, in performing the examination necessary to deliver the audited 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 Company, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerCompany, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Company or an Obligor has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8) and (iii) in reasonable detail and the case of a Compliance Certificate delivered concurrently with appropriate calculations and computations in all respects reasonably satisfactory the financial information pursuant to clause (b), if the Facility Agent)Company’s Leverage Ratio is equal to or exceeds 3.50:1, a calculation of Excess Cash Flow;
d. (d) as soon as possible and in any event within three Business Days after the Company or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Company setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Company or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three Business Days after the Borrower becomes aware thereofCompany or any other Obligor 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 of any Material Litigation except thereof and, 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 after the sending or filing thereofAgent requests, copies of all reports documentation relating thereto;
(f) promptly upon becoming aware of (i) the institution of any steps by any 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 Borrower sends requirement that any Obligor 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 any Obligor of any material liability, fine or penalty, notice thereof and copies of all holders documentation relating thereto;
(g) promptly following the mailing or receipt of each security issued any notice or report delivered under the terms of the Indentures, copies of such notice or report;
(h) all Patriot Act Disclosures, to the extent reasonably requested by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchangeAdministrative Agents; and
h. (i) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility Agent Administrative Agents may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agents may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) Promptly upon the request of the Lender (but in any event not sooner than 45 days after each calendar quarter), consolidated balance sheets of Borrower and its Subsidiaries as of the end of such calendar quarter and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such calendar quarter and for the period commencing at the end of the previous calendar year and ending with the end of such calendar quarter, and any other financial records or reports of Borrower or any of its Subsidiaries reasonably requested by Lender, all prepared in accordance with GAAP, certified by an Authorized Officer of the Borrower,
(b) Promptly upon the request of the Lender (but in any event not sooner than 75 days after each calendar year), a copy of the annual audit report for such calendar year for Borrower and its Subsidiaries, including therein consolidated balance sheets of Borrower and its Subsidiaries as of the end of such calendar year and consolidated statements of earnings and cash flow of Borrower and its Subsidiaries for such calendar year, and any other financial records or reports of Borrower and its Subsidiaries reasonably requested by Lender, all financial statements prepared in accordance with GAAP, in each case certified (without any Impermissible Qualification) in a manner acceptable to Lender by an independent public accountant reasonably acceptable to Lender (the “Independent Accountant”), together with a certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual report by such Independent Accountant, 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;
(c) as soon as available and in any event within 60 30 days after the end of each calendar quarter, (i) a quarterly cash flow report (by month) 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 and its Subsidiaries for such Fiscal Quarterquarter detailing sources and uses of funds, containing unaudited consolidated financial statements (ii) a quarterly summary (by month) of expenditures of the Borrower and its Subsidiaries, and in the case of the expenditures in respect of the Development Budget, together with inception to date expenditures (until the end of such calendar quarter), (iii) a summary of net and gross general and administrative expenses of Borrower and its Subsidiaries for such Fiscal Quarter calendar quarter, (including iv) a balance sheet detailed calculation of Net Cash Flow for the preceding three month period, (v) a lease operating statement for such quarter, including, without limitation, oil, gas and profit water production, average prices received, and loss statementlease operating costs, including, without limitation, transportation, gathering and marketing costs, and all CXXXX expenses on a well-by-well and asset-by-asset basis, (vi) projections of estimated expenditures to be made in the future under the Development Budget or with respect to Approved Expenditures for the succeeding two calendar quarters, and (vii) any other financial records or reports of Borrower and its Subsidiaries, reasonably requested by Lender, all prepared in accordance with GAAP, subject to normal year-end audit adjustmentscertified by an Authorized Officer of the Borrower;
b. (d) as soon as available possible and in any event within 120 three (3) 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 Eventeach Default, a statement of the chief financial officer an Authorized 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 and/or proposes to take with respect thereto;
e. as soon as (e) promptly upon receipt and in any event not later than three (3) days following such receipt, any information concerning any occurrence that could reasonably be expected to have a Material Adverse Effect, including, without limitation, actions, suits or proceedings by or before any court, arbitrator or any governmental commission, board, bureau or other administrative agency pending, or to the knowledge of Borrower becomes threatened, against Borrower, any of its Subsidiaries, the Parent or any other Obligor or any of the Subject Interests that could reasonably be expected to have a Material Adverse Effect, including, without limitation, any foreclosure proceedings; and
(f) promptly upon becoming aware thereofof the institution of any steps by Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by Borrower or any Subsidiaries of any material liability, fine or penalty, or any material increase in the contingent liability of Borrower or any Subsidiaries with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of any Material Litigation except all documentation relating thereto;
(g) [reserved];
(h) together with the delivery of the financial reporting delivered pursuant to the extent foregoing clause (c), a certificate executed by an Authorized Officer of the Borrower, certifying that Borrower, each of its Subsidiaries and each Obligor is (i) in compliance in all material respects with the terms of this Agreement and the other Loan Documents, or if not, specifying any exceptions thereto in reasonable detail and (ii) that as of the date of such Material Litigation is disclosed certificate the representations and warranties set forth in Article VI (excluding, however, those contained in Section 6.7) are true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).
(i) promptly after December 31 of each calendar year (commencing with the calendar year 2008), and in any event not later than March 31 of the next succeeding calendar year, and at such other times as from time to time required pursuant to the terms hereof, reports in form and substance satisfactory to Lender and using pricing, engineering and other assumptions utilized by the Borrower and acceptable to Lender, prepared by the Approved Independent Engineer, as of December 31 of such calendar year concerning (a) the quantity of Subject Hydrocarbons economically recoverable from the Subject Interests, including, without limitation, the quantity of Proved Reserves, Proved Developed Producing Reserves, Proved Developed Non-Producing Reserves, Proved Undeveloped Reserves, Probable Reserves and Possible Reserves; (b) the Projected Net Cash Flow Attributable to the Subject Interests; (c) any change in filings methods of treatment or operation of all or any wxxxx on Subject Interests, any new drilling or development, any method of secondary or tertiary recovery, or any other action with respect to the Subject Interests, the decision as to which may increase or reduce the quantity of Subject Hydrocarbons ultimately recoverable from the Subject Interests, or the rate of production therefrom; and (d) such other information, technical or otherwise, as Lender may reasonably request (each such report an “Independent Reserve Report”);
(j) promptly after June 30 of each calendar year (commencing with the SEC;
f. as soon as the Borrower becomes aware thereofcalendar year 2008), notice of and in any event whichnot later than August 31 of such calendar year, and at such other times as from time to time required pursuant to the terms hereof, a report in its reasonable opinionform and substance satisfactory to Lender and using pricing, would be expected to materially adversely affect the business, operations or financial condition of engineering and other assumptions utilized by the Borrower and its Subsidiaries taken acceptable to Lender, prepared by Borrower as a wholeof June 30 of such calendar year updating the Independent Reserve Report and concerning (a) the quantity of Subject Hydrocarbons economically recoverable from the Subject Interests, including, without limitation, the quantity of Proved Reserves, Proved Developed Producing Reserves, Proved Developed Non-Producing Reserves, Proved Undeveloped Reserves, Probable Reserves and Possible Reserves; (b) the Projected Net Cash Flow Attributable to the Subject Interests; (c) any change in methods of treatment or operation of all or any wxxxx on Subject Interests, any new drilling or development, any method of secondary or tertiary recovery, or any other action with respect to the Subject Interests, the decision as to which may increase or reduce the quantity of Subject Hydrocarbons ultimately recoverable from the Subject Interests, or the rate of production therefrom; and (d) such other information, technical or otherwise, as Lender may reasonably request (each such report an “Internal Reserve Report”);
g. promptly after the sending or filing thereof(k) upon, copies but in no event later than ten (10) days after, any responsible officer of all reports which the Borrower sends to all holders of each security issued by the BorrowerParent, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchangeother Obligor becomes aware of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against Borrower or any Subsidiary or any of the Subject Interests pursuant to any applicable Environmental Laws, and (ii) any environmental or similar condition on any real property adjoining or in the vicinity of the property of Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect;
(l) prior to Borrower or one of its Subsidiaries entering into any Oil and Gas Lease, and subject to Section 7.2.7, a written notice of the proposed acquisition; and
h. (m) with reasonable promptness, such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information . All reports herein described or otherwise described in this Agreement and all other reports which Borrower, any of its Subsidiaries or such other Obligor is required to be furnished deliver pursuant to the Facility Agent under subsections (a), (b) terms and (g) of this Section 7.1.1 conditions hereof shall be deemed furnished to prepared and delivered at the Facility Agent when available free sole cost and expense of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (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 Holdings (or, if Holdings is required to file such information on a Form 10-Q with the BorrowerSecurities and Exchange Commission, promptly following such filing), a copy consolidated balance sheet of Holdings and its Subsidiaries as of the end of such Fiscal Quarter, together with the related consolidated statements of operations for such Fiscal Quarter and the related consolidated statements of operations and cash flows for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter (it being understood that the foregoing requirement may be satisfied by delivery of the Borrower’s 's report to the Securities and Exchange Commission on Form 10-Q (Q, if any or any successor form) as filed by the Borrower a report complying with the SEC for requirements of such Fiscal QuarterForm 10-Q), containing unaudited together with (unless a report on, or complying with the requirements of, Form 10-Q has been delivered as described above or similar or more extensive information is provided pursuant to clause (f) below) a comparison, in reasonable detail, of the consolidated financial statements performance of the Borrower Holdings and its Subsidiaries for such Fiscal Quarter (including a balance sheet and profit period to the financial performance thereof for the corresponding Fiscal Quarter and loss statement) prepared in accordance with GAAPperiod of the prior Fiscal Year, subject to normal year-end audit adjustmentscertified by an Authorized Officer that is the president, chief executive officer, treasurer, assistant treasurer or chief financial or accounting officer of Holdings;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of Holdings ending after January 31, 2005 (or, if Holdings is required to file such information on a Form 10-K with the BorrowerSecurities and Exchange Commission, promptly following such filing), a copy of the Borrower’s annual audit report for such Fiscal Year of Holdings and its Subsidiaries, including therein a consolidated balance sheet for Holdings and its Subsidiaries as of the end of such Fiscal Year, together with the related consolidated statements of operations and cash flows for such Fiscal Year (it being understood that the foregoing requirement may be satisfied by delivery of Holdings' report to the Securities and Exchange Commission on Form 10-K (K, if any, or any successor form) as filed by the Borrower a report complying with the SEC for requirements of such Fiscal YearForm 10-K), containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP each case certified (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another "Big Four' firm of independent public accountants or any other firm of independent public accountants consented to by the Administrative Agent, together with a certificate from such accountants as to whether, in making the examination necessary for the signing of their report on such financial statements, they have become aware of any Default in respect of any term, covenant, condition or other provision of this Agreement (including any Default in respect of any of the financial covenants contained in Section 7.2.4) that relates to accounting matters that has occurred and is continuing or, if in the opinion of such accounting firm such a Default has occurred and is continuing, a statement as to the nature thereof, together with (unless a report on, or complying with the requirements of, Form 10-K has been delivered as described above or similar standingor more extensive information is provided pursuant to clause (f) below) a comparison, in reasonable detail, of the consolidated financial performance of Holdings and its Subsidiaries for such Fiscal Year to the financial performance thereof for the prior Fiscal Year;
c. (c) together with each the delivery of the statements delivered financial information required pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, in substantially the form of Exhibit E, executed by an Authorized Officer that is the president, the chief financial executive officer, the treasurer or the corporate controller chief financial or accounting officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent)) compliance with the financial covenants set forth in Section 7.2.4;
d. as soon as possible (d) promptly and in any event within seven Business Days after obtaining knowledge of the occurrence of a any Default, if such Default or Prepayment Eventis then continuing, a statement of an Authorized Officer that is the president, chief executive officer, treasurer, assistant treasurer or chief financial or accounting 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 or proposes to take with respect thereto;
e. as soon as (e) promptly and in any event within five Business Days after (x) the Borrower becomes aware thereof, notice occurrence of any Material Litigation except development with respect to the extent that such Material Litigation is disclosed by the Borrower any litigation, action, proceeding or labor controversy described in filings with the SEC;
f. as soon as the Borrower becomes aware thereof, notice of any event which, in its reasonable opinion, would Section 6.7 which could reasonably be expected to materially adversely affect have a Material Adverse Effect, (y) the businesscommencement of any labor controversy, operations litigation, action or financial condition proceeding of the Borrower type described in Section 6.7, notice thereof and its Subsidiaries taken as a whole;
g. promptly after of the sending or filing thereofaction which Holdings, copies of all reports which the Borrower sends has taken or proposes to all holders of each security issued by the Borrowertake with respect thereto or (z) any development that has resulted in, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operationscould reasonably be expected to result in, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.a Material Adverse Effect;
Appears in 1 contract
Sources: Lender Consent Letter (Merrill Corp)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Year of the Borrower, a copy balance sheet of the Borrower’s report on Form 10-Q (or any successor form) Borrower as filed by of the Borrower with the SEC for end of such Fiscal Quarter, containing unaudited consolidated financial Quarter and statements of earnings and cash flow of the Borrower for such Fiscal Quarter (including a balance sheet and profit for the period commencing at the end of the previous Fiscal Year and loss statement) prepared ending with the end of such Fiscal Quarter, certified to the Lender by the Manager of the General Partner as true and correct in accordance with GAAP, subject to normal year-end audit adjustmentsall material respects;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) as filed by the Borrower with the SEC for such Fiscal YearYear for the Borrower, containing audited consolidated financial including therein a balance sheet of the Borrower as of the end of such Fiscal Year and statements of earnings and cash flow of the Borrower for such Fiscal Year prepared Year, in accordance with GAAP each case certified (including without any Impermissible Qualification) in a balance sheet and profit and loss statement) and audited manner acceptable to the Lender by PricewaterhouseCoopers LLP KPMG Peat Marwick or another firm of other independent public accountants of similar standing;
c. reasonably acceptable to the Lender, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the statements delivered pursuant financial covenants contained in Section 7.2.4 and to the foregoing clause effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default that has occurred and is continuing, or, if they have become aware of such Default, describing such Default and the steps, if any, being taken to cure it;
(ac) or (b)as soon as available and in any event within 45 days after the end of each Fiscal Quarter, a certificate, certificate executed by the chief financial officer, the treasurer or the corporate controller Manager of the Borrower, showing, as General Partner of the last day of the relevant Fiscal Quarter or Fiscal Year compliance with the covenants set forth in Section 7.2.4 Borrower showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent)Lender) compliance with the financial covenants set forth in Section 7.2.4;
d. (d) as soon as possible and in any event within three (3) days after the Borrower obtains knowledge of the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief financial officer of the Borrower an Authorized Officer 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. (e) as soon as possible and in any event within three (3) days after (x) the Borrower becomes aware thereofoccurrence of any adverse development with respect to any litigation, action, proceeding or labor controversy described in Section 6.7, or (y) the commencement of any labor controversy, litigation, action or proceeding of the type described in Section 6.7, notice thereof and copies of all documentation relating thereto;
(f) concurrently with the making of any Material Litigation except capital calls under the Partnership Agreement, notice thereof specifying the amount thereof and the date such capital call is required to the extent that such Material Litigation is disclosed by the Borrower in filings be paid;
(g) concurrently 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 after the sending or filing delivery thereof, copies of all reports which and other notices delivered to the Borrower sends to all holders partners of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of or the Borrower or any of its Subsidiaries Borrower, in each case as any the Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished . The Borrower will furnish to the Facility Agent under subsections Lender, at the time it furnishes each set of financial statements pursuant to clauses (a) through (c) above, a certificate of an Authorized Officer (i) to the effect that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail and describing the action that the Borrower has taken and proposes to take with respect thereto), (b) and (gii) setting forth in reasonable detail the computations necessary to determine whether the Borrower is in compliance with Section 7.2.4 hereof as of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx end or the SEC’s website at xxxx://xxx.xxx.xxxrespective Fiscal Quarter or Fiscal Year.
Appears in 1 contract
Sources: Revolving Line of Credit Agreement (Winokur Herbert S Jr)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 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 Quarterly Report on Form 10-Q (or any successor form) as filed by the Borrower with the SEC for respect to such Fiscal Quarter, containing unaudited a consolidated financial statements balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Consolidated Subsidiaries for such Fiscal Quarter (including a balance sheet and profit for the period commencing at the end of the previous Fiscal Year and loss statement) ending with the end of such Fiscal Quarter, certified by the chief financial officer of the Borrower as having been prepared in accordance with GAAP, subject to normal year-end audit adjustments;
b. (b) as soon as available and in any event within 120 75 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual report Annual Report on Form 10-K (or any successor form) as filed by with respect to such Fiscal Year, containing the consolidated balance sheet of the Borrower with and its Consolidated Subsidiaries as of the SEC end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Consolidated Subsidiaries for such Fiscal Year, containing audited consolidated together with an audit report thereon by an independent registered public accounting firm of recognized national standing certifying that such financial statements of the Borrower for such Fiscal Year have been 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 standingGAAP;
c. together with (c) as soon as available and in any event at the time of each delivery of the financial statements delivered pursuant to the foregoing clause under subsections (a) or and (b)) of this Section 7.1.1, a certificate, executed by the chief financial officer, the treasurer or the corporate controller officer of the Borrower, showingshowing (in reasonable detail, as and including reasonably detailed computations of the last day of the relevant Fiscal Quarter or Fiscal Year adjustments relating to Exempted Subsidiaries) compliance with the covenants financial covenant 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)7.2.3;
d. as soon as possible (d) promptly, and in any event within three Business Days after an Authorized Officer of the Borrower or any of its Subsidiaries becomes aware of the existence of the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief executive officer or 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 (e) promptly after (i) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower becomes aware thereofor any Subsidiary, notice of or any adverse development therein, that would be reasonably expected to have a Material Litigation except Adverse Effect, or (ii) any other development that would be reasonably expected to the extent that such have a Material Litigation is disclosed by the Borrower in filings with the SECAdverse Effect;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, (other than reports on Form 10-K and all Form 10-Q but including those on Form 10-K) and registration statements (other than those on Form S-8 or any successor from relating to the registration of securities offered pursuant to any employee benefit plan) which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. (g) such other information respecting the condition or operations, financial or otherwise, of the Borrower or Borrower, any of its Subsidiaries or, to the extent such information relates to compliance with this Agreement, any Exempted Subsidiary as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information . To the extent any documents which are required to be furnished delivered pursuant to the Facility Agent under subsections clause (a), (b) and or (gf) of this Section 7.1.1 are included in materials otherwise filed with the SEC, such documents may be delivered electronically and if so delivered, shall be deemed furnished to have been delivered on the Facility Agent when available free of charge date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxx.xxx the following website address: xxxx://xxx.xxxxxxxxxxxxxx.xxx; or (ii) on which such documents are posted on the SECBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website at xxxx://xxx.xxx.xxxor whether sponsored by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Sources: Third Amendment (Noble Energy Inc)
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. (d) as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and and, if it is continuing, the action actions which the Borrower has taken and and/or proposes to take with respect thereto;
e. (e) as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f) as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g) as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h) as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its 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. (i) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. (j) such other information respecting regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender and/or the Funding Entity (through the Facility Agent or the Funding Agents (as applicable)) may from time to time reasonably request;
(k) such other documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender and/or the Funding Entity) in order for the Facility Agent (or such Lender and/or the Funding Entity, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement, the other Finance Documents and the Funding Agreement;
(l) such other documentation and information that BpiFAE may from time to time request;
(m) as soon as the Borrower becomes aware thereof, notice (with a copy to BpiFAE) of any matter that has, or may, result in a breach of Clause 8.10 (Performance of Building Contract Obligations);
(n) during the Advanced Loan Deferral Period, as soon as available and in any event no later than five (5) days after the end of each monthly period starting on 1 April 2020, a written report (in a form satisfactory to BpiFAE) containing cash-flow projections for the period from the date of the relevant report until 31 March 2022;
(o) during the period commencing upon the expiry of the Advanced Loan Deferral Period and ending on the date the Deferred Tranche is repaid in full, as soon as available and in any event within thirty (30) days after the end of each quarterly period starting with the quarterly period commencing on 1 April 2021 and ending on 30 June 2021, a written report (in a form satisfactory to BpiFAE) containing cash-flow projections for the 24 months succeeding the date of the relevant quarterly report; and
(p) on one occasion during each calendar year from the start of the Advanced Loan Deferral Period until the Deferred Tranche has been repaid in full, the environmental plan of the Borrower as required to be published pursuant to the letter of the Borrower dated 27 April 2020 and which is referred to in the Amendment and Restatement No.4, provided that information required to be furnished to the Facility Agent under subsections paragraphs (a), (b), (h) and (gp) of this Section 7.1.1 Clause 8.1 (Financial Information, Reports, Notices, etc.) shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx hxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxhxxx://xxx.xxx.xxx; and provided further that the Facility Agent or the Funding Agents (as applicable) may disclose to BpiFAE and the Funding Entity the documentation and information received by or available to them pursuant to this Clause 8.1 (Financial Information, Reports, Notices, etc.) and any other documentation and information concerning the Borrower that BpiFAE may request from time to time or that the Funding Entity may reasonably request from time to time in connection with the Funding Agreement (subject, in all cases with respect to the Funding Entity, to the Funding Entity’s agreement to keep such information confidential on terms equivalent to those in Clause 13.15 (Confidentiality)).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender Party) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. (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. (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. (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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender Party through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Administrative Agent under subsections (a), (b) and (g) of this Section 7.1.1 6.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx.
Appears in 1 contract
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. (d) as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and and, if it is continuing, the action actions which the Borrower has taken and and/or proposes to take with respect thereto;
e. (e) as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f) as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g) as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h) as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its 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. (i) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. (j) such other information respecting regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender and/or the Funding Entity (through the Facility Agent or the Funding Agents (as applicable)) may from time to time reasonably request;
(k) such other documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender and/or the Funding Entity) in order for the Facility Agent (or such Lender and/or the Funding Entity, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement, the other Finance Documents and the Funding Agreement;
(l) such other documentation and information that BpiFAE may from time to time request;
(m) as soon as the Borrower becomes aware thereof, notice (with a copy to BpiFAE) of any matter that has, or may, result in a breach of Clause 8.10 (Performance of Building Contract Obligations);
(n) whilst any Deferred Tranche is outstanding, as soon as available and in any event within respectively five (5) Business Days, ten (10) and forty (40) days (or such other period as BpiFAE may require from time to time) after the end of each monthly, bi-monthly and quarterly period (save that the period in respect of the final quarter of each Fiscal Year shall be sixty (60) days) from the Second Deferred Tranche Effective Date, the information required by the Debt Deferral Extension Regular Monitoring Requirements (as such information requirements may be amended on the basis set out in the Debt Deferral Extension Regular Monitoring Requirements) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
(o) whilst any Deferred Tranche is outstanding, upon the request of the Facility Agent (acting on the instructions of BpiFAE), the Borrower and the Lenders shall provide information in form and substance satisfactory to BpiFAE regarding arrangements in respect of Indebtedness for borrowed money of the Group then existing or any such Indebtedness to be incurred by or made available to (as the case may be) the Group pursuant to binding commitments (such information to be provided to BpiFAE in accordance with terms of the Facility Agent’s request);
(p) during the period from the Second Deferred Tranche Effective Date until the Covenant Modification Date, within five Business Days after the end of each month falling during such period, 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 immediately preceding month, compliance with the covenant set forth in Clause 9.4(d); provided that information if, during such period, the Borrower is not in compliance with the covenant set forth in Clause 9.4(d) as of the last day of such month, the Borrower shall show compliance with such covenant as of the date such certificate is delivered;
(q) within 15 Business Days of the end of each month throughout the Early Warning Monitoring Period, 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 month (i) the ratio of Adjusted Cash Balance as of the last day of the most recently completed month to the Monthly Outflow for the month most recently ended (and showing whether the Adjusted Cash Balance covers the Monthly Outflow for at least the subsequent five-month period), (ii) the Borrower’s Adjusted EBITDA After Principal and Interest for the two consecutive Last Reported Quarters and (iii) in the case of the next certificate to be submitted immediately following the Borrower’s publishing of results for each Last Reported Quarter, a comparison of Adjusted EBITDA After Principal and Interest with the figure from the corresponding Fiscal Quarter in the 2019 Fiscal Year (in each case in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
(r) on one occasion during each calendar year from the start of the Financial Covenant Waiver Period until the Deferred Tranches have been repaid in full, the environmental plan of the Borrower (and including the Group’s carbon emissions for the past two years (calculated according to methodologies defined by the IMO or any other public methodology specified by the Borrower)) as required to be furnished published pursuant to each letter of the Borrower issued pursuant to Amendment and Restatement No.4 and Amendment and Restatement No.6 (as applicable); and
(s) if the Borrower intends to make a Restricted Voluntary Prepayment, not less than ten Business Days prior to the anticipated making of a Restricted Voluntary Prepayment, the Borrower shall provide written notice to the Facility Agent under subsections of that Restricted Voluntary Prepayment (awhich notice shall set out in reasonable detail the terms of that Restricted Voluntary Prepayment), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.,
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Crown Holdings will furnish, or will cause to be furnished, to each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days (or such shorter period for the filing of Crown Holdings’ 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 Crown Holdings (commencing with the BorrowerFiscal Quarter ending September 30, 2004), a copy consolidated balance sheet of Crown Holdings and its Subsidiaries as of the Borrower’s report on end of such Fiscal Quarter and consolidated statements of earnings and cash flow of Crown Holdings 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, certified by a Financial Officer of Crown Holdings, it being understood and agreed that the delivery of Crown Holdings’ Form 10-Q (or any successor form) as filed by the Borrower with the SEC for such Fiscal QuarterSEC), containing unaudited consolidated financial statements of if certified as required in this clause (a), shall satisfy the Borrower for such Fiscal Quarter (including a balance sheet and profit and loss statement) prepared requirements set forth in accordance with GAAP, subject to normal year-end audit adjustmentsthis clause;
b. (b) as soon as available and in any event within 120 90 days (or such shorter period for the filing of Crown Holdings’ Form 10-K as may be required by the SEC) after the end of each Fiscal Year of Crown Holdings (commencing with the BorrowerFiscal Year ended December 31, 2004), a copy of the Borrower’s annual audit report on for such Fiscal Year for Crown Holdings and its Subsidiaries, including therein a consolidated balance sheet of Crown Holdings and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of Crown Holdings and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent by PricewaterhouseCoopers or other independent public accountants reasonably acceptable to the Administrative Agent (it being understood and agreed that the delivery of Crown Holdings’ Form 10-K (or any successor form) as filed by the Borrower with the SEC for such Fiscal YearSEC), 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 if certified as required 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 this clause (a) or (b), shall satisfy such delivery requirement in this clause), together with a certificate, executed by certificate from a Financial Officer of Crown Holdings and the chief financial officer, Borrowers substantially in the treasurer or the corporate controller form 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 Exhibit D (a “Compliance Certificate”) containing a computation in reasonable detail of, and with appropriate calculations showing compliance with, each of the financial ratios and computations restrictions contained in all respects reasonably satisfactory Sections 6.12 through 6.14 and to the Facility Agent);
d. as soon as possible after effect that, in making the occurrence examination necessary for the signing of a such certificate, such Financial Officer has not become aware of any Default or Prepayment EventEvent of Default that has occurred and is continuing, a statement of the chief financial officer of the Borrower setting forth details or, if such Financial Officer has become aware of such Default or Prepayment Event (as the case may be) of Default, describing such Default or Event of Default and the action steps, if any, being taken to cure it, and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the Borrower has taken and proposes to take with respect theretoextent required by accounting rules or guidelines);
e. (c) as soon as available and in any event within 45 days (or such shorter period as may be required for the filing of Crown Holdings’ Form 10-Q by the SEC) after the end of each Fiscal Quarter, a Compliance Certificate from a Financial Officer of Crown Holdings, the U.S. Borrower becomes and the Euro Borrower containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6.12 through 6.14 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officers have not become aware thereof, notice of any Material Litigation except Default or Event of Default that has occurred and is continuing, or, if such Financial Officers 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 the extent that such Material Litigation is disclosed by the Borrower in filings with the SECcure it;
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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender Party) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. (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. (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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (g) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender Party through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Administrative Agent under subsections (a), ) through (b) and (gf) of this Section 7.1.1 6.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx hxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxxhxxx://xxx.xxx.xxx; provided, however, that the Borrower shall as soon as reasonably practicable notify the Administrative Agent when such information required to be furnished to the Administrative Agent under subsections (c) and (d) of this Section 6.1.1 is made available free of charge on one of the websites listed in the preceding proviso.
Appears in 1 contract
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. (d) as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and and, if it is continuing, the action actions which the Borrower has taken and and/or proposes to take with respect thereto;
e. (e) as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f) as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g) as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h) as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its 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. (i) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. (j) such other information respecting regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender (through the Facility Agent Agent) may from time to time reasonably request;
(k) such other documentation and information as is requested by the Facility Agent (for itself or on behalf of any Lender) in order for the Facility Agent (or such Lender, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement and the other Finance Documents (including, for the avoidance of doubt, with respect to the Borrower and each of the Borrower's hedging counterparties under the Hedging Agreements as identified in paragraph 3(a) (Hedging Euros Purchase) of the Drawing Request); and
(l) such other documentation and information that BpiFAE may from time to time request;
(m) as soon as the Borrower becomes aware thereof, notice (with a copy to BpiFAE) of any matter that has, or may, result in a breach of Clause 8.10 (Performance of Building Contract Obligations);
(n) during the Financial Covenant Waiver Period, as soon as available and in any event no later than five (5) days after the end of each monthly period starting on 1 April 2020, a written report (in a form satisfactory to BpiFAE) containing cash-flow projections for the period from the date of the relevant report until 31 March 2022;
(o) during the period commencing upon the expiry of the Financial Covenant Waiver Period and ending on the date the Deferred Tranche is repaid in full, as soon as available and in any event within thirty (30) days after the end of each quarterly period starting with the quarterly period commencing on 1 April 2021 and ending on 30 June 2021, a written report (in a form satisfactory to BpiFAE) containing cash-flow projections for the 24 months succeeding the date of the relevant quarterly report; and
(p) on one occasion during each calendar year from the start of the Financial Covenant Waiver Period until the Deferred Tranche has been repaid in full, the environmental plan of the Borrower as required to be published pursuant to the letter of the Borrower dated 27 April 2020 and which is referred to in Amendment and Restatement No.3, provided that information required to be furnished to the Facility Agent under subsections paragraphs (a), (b), (h) and (gp) of this Section 7.1.1 Clause 8.1 (Financial Information, Reports, Notices, etc.) shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx; and provided further that the Facility Agent may disclose to BpiFAE the documentation and information received by or available to them pursuant to this Clause 8.1 (Financial Information, Reports, Notices, etc.) and any other documentation and information concerning the Borrower that BpiFAE may request from time to time.
Appears in 1 contract
Sources: Fourth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 Administrative Agent);
d. (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. (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. (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 its business, operations or financial condition of the Borrower and its Subsidiaries taken as a wholecondition;
g. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and
h. (h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries Subsidiaries, as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
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 Issuer and the Administrative Agent copies of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BorrowerBorrower and each Guarantor, a copy of the Borrower’s report on Form 10-Q (or any successor form) as filed by quarterly unaudited financial statements for such Fiscal Quarter for the Borrower with and each Guarantor, including therein a balance sheet of the SEC Borrower and each Guarantor as of the end of such Fiscal Quarter and a statement of earnings and cash flow of the Borrower and each Guarantor for such Fiscal Quarter, containing unaudited consolidated financial statements of certified as correct and complete in all material respects by the Borrower for such Fiscal Quarter (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, GAAP (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes);
b. (b) as soon as available and in any event within 120 one hundred twenty (120) days after the end of each Fiscal Year of the BorrowerBorrower and each Guarantor, as applicable, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by audited financial statements for such Fiscal Year for the Borrower with and each Guarantor including therein a balance sheet of the SEC Borrower and each Guarantor as of the end of such Fiscal Year and a statement of earnings and cash flow of the Borrower and each Guarantor for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year in each case prepared in accordance with GAAP (including a balance sheet and profit and loss statement) and as audited by PricewaterhouseCoopers LLP or another firm of a nationally recognized independent public accountants of similar standingaccountant acceptable to the Administrative Agent (in each case, without any Impermissible Qualifications);
c. together with (c) as soon as available and in any event within forty five (45) days after the end of each of the statements delivered pursuant to first three (3) Fiscal Quarters of each Fiscal Year of the foregoing clause Borrower and each Guarantor, and within one hundred twenty (a120) or (b)days after the end of the Fiscal Year of the Borrower and each Guarantor, a certificateCompliance Certificate, executed by the chief financial officeror accounting Authorized Representative of each such Person, the treasurer or the corporate controller of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the its 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)this Article VII and, once applicable, a calculation of EBITDA for each such prior Fiscal Quarter;
d. (d) as soon as possible and in any event within five (5) Business Days after the occurrence of a Default or Prepayment Eventunder the Loan Documents, a statement of the chief executive, financial officer or accounting Authorized Representative of the Borrower setting forth details of such Default or Prepayment Event (other default, as the case may be) , and the action which the Borrower such Person has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five (5) Business Days after (x) the Borrower becomes aware thereofoccurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy of the type and materiality described in Item 6.7 of the Disclosure Schedule, or (y) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Item 6.7 of the Disclosure Schedule, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent reasonably requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which material reports, registration statements and financial statements delivered to any Governmental Instrumentality;
(g) as soon as possible and in any event within five (5) Business Days after becoming aware of (v) the Borrower sends to all holders institution of each security issued any steps by the Borrower, and all registration statements which any Guarantor or any other Person to terminate any Pension Plan if termination of such plan would reasonably be expected to result in a liability to the Borrower or any Guarantor in excess of its Subsidiaries files $250,000, (w) 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, (x) the taking of any action with respect to a Pension Plan which would reasonably be expected to result in the SEC requirement that the Borrower, any Guarantor or any national securities exchange; member of the Borrower's Controlled Group furnish a bond or other security to the PBGC or such Pension Plan, (y) the occurrence of any event with respect to any Pension Plan which would reasonably be expected to result in the incurrence by the Borrower or any Guarantor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto or (z) any material increase in the Contingent Liability of the Borrower or any Guarantor with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all detailed management letters submitted to the Borrower or any Guarantor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants of the books of the Borrower or any Guarantor;
(i) as soon as possible, and in any event within five (5) days after receipt thereof, copies of all notices of termination or event of default or notice thereof or any requests for indemnification of any other party or any other notice relating to material rights or obligations with respect to the Material Leases pursuant to the terms thereof;
(j) any change in the Authorized Representatives of the Borrower or any Guarantor and such notice shall include a certified specimen signature of any new Authorized Representative so appointed with respect to such Person and, if requested by the Administrative Agent, satisfactory evidence of the authority of such new Authorized Representative;
h. (k) the occurrence or existence of any Environmental Matter requiring notice to a Governmental Instrumentality or with respect to which notice is received from a Governmental Instrumentality;
(l) any Event of Loss or any event or development which could reasonably be expected to have a Material Adverse Effect;
(m) promptly and in any event within five (5) days after the receipt thereof, any material notice received by any of the Borrower, Holdings or Holdings Intermediary from any Nevada Gaming Authority, including all NGC-1 Reports and all exception reports, which notice relates to the operation or maintenance of the Property or any Permit related thereto or any Equity Interest in any such Person;
(n) if the Borrower obtains knowledge that one or more Person which owns, directly or indirectly, any Capital Stock of the Borrower, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the Anti-Terrorism Laws;
(o) such other information respecting the condition or operations, financial or otherwise, of the Borrower as required by the Loan Documents (including information and reports from the chief accounting or financial Authorized Representative of the Borrower, in such detail as the Administrative Agent, the Issuer or any Lender may reasonably request, with respect to the terms of its Subsidiaries and information provided pursuant to any Compliance Certificate), the Leases and as the Administrative Agent, the Issuer or any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished and
(p) on or before November 30, 2014 and on or before November 30th of each Fiscal Year thereafter until the Stated Maturity Date, a detailed budget for the Property for the next Fiscal Year and EBITDA projections for the Property for the next Fiscal Year (the “Financial Projections”) in form and substance reasonably satisfactory to the Facility Administrative Agent under subsections and the Lenders, and within twenty (a), (b20) and (g) days of this Section 7.1.1 shall be deemed furnished the delivery thereof to the Facility Administrative Agent when and the Lenders, senior management of the Borrower shall make itself readily available free of charge on to the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or Administrative Agent and the SEC’s website at xxxx://xxx.xxx.xxxLenders to meet and discuss such budget and Financial Projections.
Appears in 1 contract
Sources: Loan Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to and each Lender) , copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 (provided that such comparative figures will not be required until the Fiscal Quarter ending on June 30, 2007), in each case, certified as complete and correct by the chief financial statements or accounting Authorized Officer 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. (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, that shall include a calculation of the financial covenants set forth in Section 7.2.4 and stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with appropriate calculations respect thereto), and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8);
d. (d) as soon as possible and in any event within five days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which that the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor any other Obligor 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, (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7 or (iii) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority (including under Environmental Laws or with respect to ERISA matters) against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements that any Obligor files with the SEC, or any national securities exchange;
(g) promptly upon becoming aware of (i) the institution of any steps by any 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 that could result in the requirement that any Obligor 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 that could result in the incurrence by any Obligor of any liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all “management letters” or reports which submitted to the Borrower sends or any other Obligor by the independent public accountants referred to all holders in clause (b) in connection with each audit made by such accountants or any other interim or special audit conducted by them;
(i) promptly following the mailing or receipt of each security issued by any material notice or report delivered under the terms of the Indenture, copies of such notice or report;
(j) promptly (i) if the Borrower obtains knowledge that the Borrower or any Person that owns, directly or indirectly, any Capital Securities of the Borrower, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the Terrorism Laws, the Borrower will notify the Administrative Agent and (ii) upon the request of any Lender, the Borrower will provide any information such Lender believes is reasonably necessary to be delivered to comply with the Patriot Act;
(k) concurrently with any delivery of financial statements under clause (b) above, or within five days following any change to any existing insurance policy that could reasonably be expected to have an adverse effect on the Lender Parties, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 7.1.4, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all registration statements which copies of the applicable policies;
(l) concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 2.8, a list of Persons who purchase (or did purchase in the last six months) at least 50% of the Hydrocarbons from the Borrower or any of its Subsidiaries files Subsidiaries;
(m) concurrently with the SEC delivery of any Reserve Report, the Borrower shall provide to the Administrative Agent and each Lender, a certificate from the president or chief financial officer of Borrower certifying that, to the best of his knowledge and in all material respects: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Borrower and its Subsidiaries own Good Title to the Oil and Gas Properties evaluated in such Reserve Report (in this Section called the “Covered Properties”) and are free of all Liens except for Liens permitted by Section 7.2.3, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report (other than those permitted by the Security Documents) that would require Borrower or such Subsidiary to deliver hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of the Covered Properties has been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of such properties sold and in such detail as reasonably required by the Administrative Agent, (v) set forth on a schedule attached to the certificate is the present discounted value of all Covered Properties that are part of the Oil and Gas Properties that are encumbered by the Mortgages (the “Mortgaged Properties”), (vi) Oil and Gas Properties that comprise at least eighty-five percent (85%) of the total value of the Proved Reserves that are included within the Covered Properties are part of the Mortgaged Properties, and (vii) Oil and Gas Properties that comprise at least eighty-five percent (85%) of the total value of the Proved Developed Producing Reserves that are included within the Covered Properties are part of the Mortgaged Properties;
(n) in the event the Borrower or any national securities exchange; andSubsidiary intends to sell or otherwise Dispose of at least $5,000,000 worth of any Oil or Gas Properties or any Capital Securities in any Subsidiary in accordance with this Agreement, prior written notice of such Disposition, the price thereof and the anticipated date of closing;
h. such other information respecting (o) prompt written notice, and in any event within five Business Days, of the condition occurrence of any Casualty Event or operationsthe commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event;
(p) prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in the ownership of its Properties, financial or otherwise, (ii) in the location of the Borrower or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any Guarantor’s federal taxpayer identification number;
(q) with the delivery of quarterly financial statements under Section 7.1.1(a) and in any event, no later than 60 days after the end of each fiscal quarter, (i) a report setting forth, for each calendar month during the then current fiscal year to date on a production date basis, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month, including, without limitation, transportation, gathering and marketing costs, and all categories of applicable expenses (at a level of detail reasonably acceptable to the Administrative Agent) charged to the Borrower or its Subsidiaries under the relevant operating agreements, and (ii) a report, in form and substance reasonably acceptable to the Administrative Agent and regarding the ongoing drilling programs of the Borrower and it Subsidiaries, which report will specify (A) the xxxxx drilled by the Borrower and its Subsidiaries during such recently ended fiscal quarter, (B) the status of such xxxxx as producing, shut-in, waiting-on-connection or otherwise, and the categorization of such xxxxx as Proved Developed Producing Reserves, Proved Developed Nonproducing Reserves, Proved Undeveloped Reserves or unproved reserves as of the most recent reserve report delivered pursuant to the most recently completed borrowing base redetermination, (C) the total number of successful xxxxx for such fiscal quarter on a gross and net basis and (D) the Capital Expenditures incurred in connection with such xxxxx during such fiscal quarter;
(r) promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Subsidiary;
(s) (i) concurrently with any delivery of financial statements under Section 7.1.1(a), a certificate of an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such Fiscal Year, a true and complete list of all Hedging Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.2.20, or not previously provided to the Administrative Agent, any margin required or supplied under any credit support document, and the counterparty to each such agreement and (ii) within five days after any execution of any new Hedging Agreements or any assignment, termination or unwinding of any existing Hedging Agreements, notice thereof to the Administrative Agent, which notice shall be in form and substance and with details reasonably acceptable to the Administrative Agent.
(t) such other financial and other information as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free Compliance Certificate, and including to the extent requested by the Administrative Agent, reasonably detailed calculations confirming that the Borrower is in compliance with Section 4.09 of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxIndenture).
Appears in 1 contract
Sources: First Lien Credit Agreement (Energy Xxi (Bermuda) LTD)
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to furnish each Lender and the Facility Agent (with sufficient Administrative Agents copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Company and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Company (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments); provided that the financial information required to be delivered under this clause for the Fiscal Quarters ended June 30, 2006 and September 30, 2006 will not be required to be delivered until the date the Company is required to file those statements with the SEC to comply with clause (a) of Section 7.1.9;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Company and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Company and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by a “Big Four” accounting firm or other independent public accountants acceptable to the Administrative Agents, stating that, in performing the examination necessary to deliver the audited 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 Company, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerCompany, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Company or an Obligor has taken or proposes to take with respect thereto), (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8) and (iii) in reasonable detail the case of a Compliance Certificate delivered concurrently with the financial information pursuant to clause (b), if the Company’s Leverage Ratio is equal to or exceeds 3.50:1, a calculation of Excess Cash Flow; provided that, notwithstanding the proviso to clause (a), the Compliance Certificate for the Fiscal Quarters ended June 30, 2006 and with appropriate calculations September 30, 2006 will not be required to be delivered until October 30, 2006 and computations in all respects reasonably satisfactory to the Facility Agent)November 30, 2006, respectively;
d. (d) as soon as possible and in any event within three Business Days after the Company or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Company setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Company or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three Business Days after the Borrower becomes aware thereofCompany or any other Obligor 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 of any Material Litigation except thereof and, 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 after the sending or filing thereofAgent requests, copies of all reports documentation relating thereto;
(f) promptly upon becoming aware of (i) the institution of any steps by any 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 Borrower sends requirement that any Obligor 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 any Obligor of any material liability, fine or penalty, notice thereof and copies of all holders documentation relating thereto;
(g) promptly following the mailing or receipt of each security issued any notice or report delivered under the terms of the Indentures, copies of such notice or report;
(h) all Patriot Act Disclosures, to the extent reasonably requested by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchangeAdministrative Agents; and
h. (i) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility Agent Administrative Agents may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agents may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender Party) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. (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. (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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (g) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender Party through the Facility Administrative Agent may from time to time reasonably request; NYDOCS02/934719.8 42 provided that information required to be furnished to the Facility Administrative Agent under subsections (a), (b) and (gf) of this Section 7.1.1 6.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 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 copy 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’s report on , it being understood and agreed that the delivery of the Borrower's Form 10-Q (or any successor form) as filed by the Borrower with the SEC for such Fiscal QuarterSEC), containing unaudited consolidated financial statements 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 Fiscal Quarter (including a balance sheet certificate, such Financial Officer has not become aware of any Default or Event of Default that has occurred and profit 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 loss statement) prepared in accordance with GAAPthe steps, subject if any, being taken to normal year-end audit adjustmentscure it;
b. (b) as soon as available and in any event within 120 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’s annual report on , 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) in a manner reasonably acceptable to the Administrative Agent by Ernst & Young LLP or other independent public accountants reasonably acceptable to the Administrative Agent (it being understood and agreed that the delivery of the Borrower's Form 10-K (or any successor form) as filed by the Borrower with the SEC for SEC), if certified as required in this clause (b), shall satisfy such Fiscal Yeardelivery requirement in this clause), containing audited consolidated together with a Compliance Certificate and a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default under any of the Borrower Financial Covenants (which certificate may be limited to the extent required by accounting rules or guidelines);
(c) no later than February 28 of each Fiscal Year of the Borrower, a detailed consolidated budget by Fiscal Quarter for such Fiscal Year prepared in accordance with GAAP (including a projected consolidated balance sheet and profit related statements of projected operations 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, cash flow as of the last day end of and for each Fiscal Quarter during such Fiscal Year) and the next two succeeding Fiscal Years and, promptly when available, any significant revisions of such budgets;
(d) promptly upon receipt thereof, copies of all reports submitted to the Borrower by independent certified public accountants in connection with each annual, interim or special audit of the relevant Fiscal Quarter books of the Borrower or Fiscal Year compliance any of its Subsidiaries made by such accountants, including any management letters submitted by such accountants to management in connection 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)their annual audit;
d. (e) as soon as possible and in any event within five Business Days after becoming aware of the occurrence of a any Default or Prepayment EventEvent of Default, a statement of the chief financial officer a Financial Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) of Default and the action which the Borrower has taken and proposes to take with respect thereto;
e. (f) as soon as possible and in any event within five Business Days after (i) the Borrower becomes aware thereof, notice occurrence of any Material Litigation except adverse development with respect to any litigation, action or proceeding that, individually or in the extent that such Material Litigation is disclosed by the Borrower in filings with the SEC;
f. as soon as the Borrower becomes aware thereofaggregate, notice of any event which, in its reasonable opinion, would could reasonably be expected to materially adversely have a Material Adverse Effect or (ii) the commencement of any litigation, action or proceeding that could reasonably be expected to have a Material Adverse Effect or that purports to affect the businesslegality, operations validity or financial condition enforceability of this Agreement or any other Loan Document or the Borrower transactions contemplated hereby or thereby, notice thereof and its Subsidiaries taken as a wholecopies of all documentation relating thereto;
g. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all any of its security holders of each security issued by the Borrower(in their capacity as such), and all reports, registration statements (other than on Form S-8 or any successor form) or other materials (including affidavits with respect to reports) which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. such other information respecting (h) promptly upon becoming aware of the condition or operations, financial or otherwise, taking of any specific actions by the Borrower or any other Person to terminate any Pension Plan (other than a termination pursuant to Section 4041(b) of its Subsidiaries as ERISA which can be completed without the Borrower or any Lender through the Facility Agent may from time Subsidiary having to time reasonably request; provided that information required to be furnished provide more than $5.0 million in addition to the Facility Agent under subsections (anormal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the occurrence of an ERISA Event which could result in a Lien on the assets of any Loan Party or a Subsidiary or in the incurrence by a Loan Party of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of a Loan Party with respect to any post-retirement Welfare Plan benefit if the increase in such contingent liability which could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;
(bi) and upon request by the Administrative Agent, copies of: (gi) of this Section 7.1.1 shall be deemed furnished each Schedule B (Actuarial Information) to the Facility Agent when available free of charge on annual report (Form 5500 Series) filed by any Loan Party or ERISA Affiliate with the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx Internal Revenue Service with respect to each Pension Plan; (ii) the most recent actuarial valuation report for each Pension Plan and each Foreign Plan for which a report is prepared; (iii) all notices received by any Loan Party or the SEC’s website at xxxx://xxx.xxx.xxx.ERISA Affiliate from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event; and
Appears in 1 contract
Sources: Credit Agreement (Polymer Group Inc)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer 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-year end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingacceptable to the Administrative Agent;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 7.2.4, (ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with respect thereto), (iii) designating one or more of the Borrower's Subsidiaries as Material Subsidiaries if, in reasonable detail the absence of such designation, the aggregate assets or revenues of all Immaterial Subsidiaries of the Borrower would exceed the aggregate amounts set forth in clauses (iii) and with appropriate calculations and computations in all respects reasonably satisfactory (iv) of the first proviso to the Facility Agent)definition of "Immaterial Subsidiary" and (iv) certifying that the Subsidiaries of the Borrower previously designated as Immaterial Subsidiaries remain Immaterial Subsidiaries as of the date thereof;
d. (d) as soon as possible and in any event within three days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor any other Obligor 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 which could reasonably be expected to have a material adverse effect on the outcome of such litigation, action, proceeding or labor controversy or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange; and;
h. (g) promptly upon becoming aware of (i) the institution of any steps by any 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 any Obligor furnish a bond or other information respecting security to the condition PBGC or operationssuch Pension Plan, financial or otherwise(iv) the occurrence of any event with respect to any Pension Plan or Multiemployer Plan which could result in the incurrence by any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all "management letters" submitted to the Borrower or any other Obligor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants;
(i) promptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt or any Designated Preferred Stock Documents, copies of such notice or report;
(j) promptly following receipt thereof by the Borrower (and following the Transfer Date, receipt thereof by the Subsidiary Guarantor), (i) a copy of the monthly progress reports on the operations of the Greens Creek Joint Venture and monthly supplemental financial data with respect to the Greens Creek Joint Venture, for the immediately preceding calendar month and (ii) a copy of the balance sheet and the related statements of income and cash flow of the Greens Creek Joint Venture for each 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 Administrative Agent;
(k) as soon as available and, in any event, within
(i) 45 days after the end of each Fiscal Year, updated capital, operating and exploration budgets of the Borrower and its Material Subsidiaries;
(ii) 90 days after the end of each fiscal year of the Greens Creek Joint Venture, an updated Greens Creek Mine Plan; and
(iii) 30 days after the end of each Fiscal Year, an updated Hecla Mine Plan.
(l) as soon as possible and in any event within three days after the Borrower or any other Obligor obtains knowledge of the commencement of any suit, action or proceeding arising under any Environmental Laws which could reasonably be expected to result in a Material Adverse Effect, or any other adverse claim asserted against any Obligor or with respect to its properties which could reasonably be expected to result in a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;
(m) promptly upon the occurrence of any material event relating to the Greens Creek Mine, including any unscheduled shutdowns of, or disruptions to, the mining operations of the Greens Creek Joint Venture, notice thereof;
(n) promptly notify the Administrative Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to, or as to compliance with, laws relating to employee health and safety (including the Occupational Safety and Health Act, 29 U.S.C.A. ss.651 et. seq. and the Federal Mine Safety and Health Act, 30 U.S.C.A. ss.801 et. seq.), to the extent conditions described in such claims, complaints, notices and inquiries could reasonably be expected to result in a liability for the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000 and shall promptly resolve any material non-compliance with such laws (except to the extent such non-compliance is being diligently contested in good faith) and keep its property free of any Lien imposed by such laws; and
(o) such other financial and other information as any Lender through the Facility Agent Secured Party may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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. (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 6.2.4 (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. (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. (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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (g) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Administrative Agent under subsections (a), ) through (b) and (gf) of this Section 7.1.1 6.1.1 shall be deemed furnished to the Facility Administrative Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx hxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website of the U.S. Securities and Exchange Commission at xxxx://xxx.xxx.xxxhxxx://xxx.xxx.xxx; provided, however, that the Borrower shall as soon as reasonably practicable notify the Administrative Agent when such information required to be furnished to the Administrative Agent under subsections (c) and (d) of this Section 6.1.1 is made available free of charge on one of the websites listed in the preceding proviso.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Each of the Obligors will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 days ten (10) Business Days after the end of each month other than the last month 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 a consolidated financial statements of the Borrower for such Fiscal Quarter (including income statement, a balance sheet and profit a statement of earnings and loss statement) prepared cash flow of the Borrower and the other Obligors, in accordance with GAAPeach case, subject to normal year-as of the end audit adjustmentsof such month, certified as complete and correct by the chief financial or accounting Authorized Representative of each such Person;
b. (b) as soon as available and in any event within 120 forty-five (45) days after the end of each Fiscal Year of the BorrowerQuarter, a copy of the Borrower’s annual report on Form 10-K quarterly consolidated financial statements, consolidated balance sheet and consolidated statement of earnings and cash flow for such Fiscal Quarter of the Borrower and the other Obligors as of the end of such Fiscal Quarter and for the period commencing at the end of the previous year and ending with the end of such Fiscal Quarter certified as complete and correct by the chief financial or accounting Authorized Representative of each such Person;
(or any successor formc) as filed by soon as available and in any event within ninety (90) days after the Borrower with end of each Fiscal Year, a copy of the SEC annual consolidated financial statements for such Fiscal Year, containing audited consolidated financial statements balance sheet and consolidated statement of the Borrower earnings and cash flow for such Fiscal Year prepared in accordance with GAAP (including a balance sheet for the Borrower and profit the other Obligors certified as complete and loss statement) and audited correct by PricewaterhouseCoopers LLP the chief financial or another firm accounting Authorized Representative of independent public accountants of similar standingeach such Person;
c. together with (d) as soon as available and in any event within twenty (20) days after the end of each of the statements delivered pursuant to the foregoing clause (a) or (b)calendar month, a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Representative of the BorrowerBorrower and each other Obligor, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year showing compliance with the its covenants set forth in Section 7.2.4 herein;
(in reasonable detail and e) at or before 5:00 PM New York time on each Tuesday after the end of each Budget Variance Review Period, a report (with appropriate calculations and computations in all respects reasonably satisfactory a copy to the Facility Prepetition Agent)) setting forth (x) the amount of Available Cash at the end of the immediately preceding Budget Variance Review Period and (y) the then current amount of Excess Available Cash, each as determined on a book basis;
d. (f) as soon as possible and in any event within five (5) days after any of the Obligors obtain knowledge of the occurrence of a Default or Prepayment Eventunder the Loan Documents, a statement of the chief executive, financial officer or accounting Authorized Representative of each of the Borrower Obligors setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower such Person 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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. as (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 45 days after the end of each Fiscal Quarter of each Fiscal Year of Borrower (including the final Fiscal Quarter of each Fiscal Year), Borrower will deliver, or cause to be delivered, balance sheets of Borrower as of the end of such Fiscal Quarter and statements of income, cash flow and Borrower's equity 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, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year, certified by the chief financial Officer of Borrower in a manner acceptable to the Lender.
(b) if requested by Lender for any Fiscal Year, Borrower will have prepared at Borrower's expense and Borrower will deliver, or cause to be delivered, to Lender a copy of an annual audit report for Borrower including therein balance sheets of Borrower as of the end of such Fiscal Year and statements of cash flow, income and Borrower’s annual report on Form 10-K (or any successor form) as filed by the Borrower with the SEC 's equity for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP each case certified (including a balance sheet and profit and loss statementwithout qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants reasonably acceptable to the Lender.
(c) a copy of similar standing;
c. together with each all financial accounting and reports which are to be provided to the partners of the statements delivered Partnership pursuant to the foregoing clause (a) or (b), a certificate, executed by the chief financial officer, the treasurer or the corporate controller Article 11 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 Partnership Agreement.
(in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. as d) As soon as possible and in any event within three Business Days after becoming aware of
(i) the occurrence of any material adverse development with respect to any Project, Subpartnership, Project Loan or Partnership's investment in any Subpartnership, or
(ii) copies of any material notices or communications from a Default Project Lender or Prepayment Eventa Governmental Authority with respect to Borrower, Partnership, a statement Project or the Project Loan Documents; or
(iii) copies of the chief financial officer of the Borrower setting forth details of such Default any material notices or Prepayment Event (as the case may be) and the action which the Borrower has taken and proposes communications from Partnership, a Subpartnership to take a Project Lender or Governmental Authority with respect thereto;
e. as soon as to a Project or the Project Loan Documents. Borrower becomes aware thereofwill deliver, or will cause to be delivered, 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 thereof and its Subsidiaries taken as a whole;
g. promptly after the sending or filing thereof, copies of all reports which the documentation relating thereto.
(e) Borrower sends will deliver, or will cause to all holders of each security issued by the Borrowerbe delivered, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower Borrower, Partnership, or any of its Subsidiaries Subpartnerships as any the Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (and the Lenders with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) (i) within five Business Days after submission to the Supervisory Board of Holdings, a copy of each Monthly Report, and (ii) as soon as available and in any event within 30 days after the end of each calendar month, an unaudited report, certified as complete and correct in all material respects by the chief financial or accounting Authorized Officer of the Borrower (solely in such Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor), of (A) the Revenue Base for such calendar month and (B) Liquidity as of the end of such calendar month;
(b) as soon as available and in any event within 60 days after the end of each Fiscal Quarter, an unaudited consolidated balance sheet of Holdings and the Subsidiaries as of the first three end of such Fiscal Quarters Quarter and the related consolidated statements of each income and cash flow of Holdings and the Subsidiaries for the period commencing at the end of the previous 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 and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated setting forth in comparative form the figures for the year-to-date portion of the immediately preceding Fiscal Year, certified as complete and correct in all material respects by the chief financial statements or accounting Authorized Officer of the Borrower for (solely in such Fiscal Quarter Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor) (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to the absence of footnote disclosures and customary normal year-end audit adjustments); provided that Holdings shall Publicly Disclose such financial statements no later than the date provided to the Administrative Agent and the Lenders;
b. (c) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) consolidated balance sheet of Holdings and the Subsidiaries as filed by of the Borrower with end of such Fiscal Year, and the SEC related consolidated statements of income and cash flow of Holdings and the Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants reasonably acceptable to the Required Lenders (it being agreed that Holdings’ auditors as of similar standingthe Closing Date are reasonably acceptable to the Required Lenders); provided that Holdings shall Publicly Disclose such financial statements no later than the date provided to the Administrative Agent and the Lenders;
c. together (d) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause (a) or clauses (b) and (c), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerBorrower (solely in such Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor), showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the covenants covenant set forth in Section 7.2.4 8.4, (in reasonable detail ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action (if any) that Holdings, the Borrower or any of the Subsidiaries has taken or proposes to take with appropriate calculations and computations in all respects reasonably satisfactory respect thereto), (iii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.8 to the Facility Agentextent required by the terms thereof) and (iv) stating that no real property has been acquired by Holdings, the Borrower or any of the Subsidiaries since the delivery of the last Compliance Certificate (or, if any real property has been acquired since the delivery of the last Compliance Certificate, a statement that the Borrower has complied with Section 7.8 with respect to such real property to the extent required by the terms thereof);
d. (e) as soon as possible and in any event within five Business Days after Holdings obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower (solely in such Authorized Officer’s official capacity and not in any personal capacity or with any personal liability therefor) setting forth details of such Default or Prepayment Event (as the case may be) and the action (if any) which Holdings, the Borrower or any of the Subsidiaries has taken and or proposes to take with respect thereto;
e. (f) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice of (i) the Borrower becomes aware occurrence of any material adverse development with respect to any litigation, action, proceeding or labor strike, lockout, or work stoppage described in Schedule 6.7(a) or (ii) the commencement of any litigation, action, proceeding or labor strike, lockout, or work stoppage of the type and materiality described in Section 6.7; and, in each case of clause (i) or i(ii), to the extent any Lender reasonably requests, copies of all documentation relating thereto;
(g) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice of any Material Litigation except return, recovery, dispute or claim related to any Product that involves more than €1,000,000;
(h) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice (i) that Holdings, the Borrower or any of the Subsidiaries or any of their ERISA Affiliates has actual or potential liability under a Benefit Plan other than in the ordinary course of business, or (ii) of correspondence with the Internal Revenue Service (or applicable non-US. tax authority) asserting that the qualification of a retirement plan under section 40l(a) of the Code (or equivalent provisions of non-U.S. law) is not so qualified;
(i) [reserved];
(j) promptly upon receipt thereof, copies of all final “management letters” (or equivalent) submitted to Holdings, the Borrower or any of the Subsidiaries by the independent public accountants referred to in clause (c) in connection with each audit made by such accountants (provided that in the event that Holdings or the Borrower engages such auditors to perform a specific review, test, valuation or other analysis of all or any portion of the financial condition or financial performance of Holdings, the Borrower or the Subsidiaries, the results of such engagement shall not be required to be delivered to the Administrative Agent or the Lenders to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECresults are not otherwise required to be delivered pursuant to another provision of this Agreement);
f. (k) (i) within 60 days after the end of each Fiscal Quarter, a report listing (A) all Material Agreements and Key Contracts entered into during such Fiscal Quarter and (B) all existing Material Agreements or Key Contracts amended or terminated during such Fiscal Quarter; and (ii) as soon as possible, and in any event within five Business Days, after the Borrower becomes aware Administrative Agent or any Lender so requests, copies of any such Material Agreement, Key Contract, amendment or termination instrument, in each case, as are listed in such report;
(l) as soon as possible and in any event within five Business Days after receipt by, or delivery by, Holdings or the Borrower, as the case may be, copies of any written notice alleging breach or default under any Key Contract by any party thereto;
(m) as soon as available, but in any event not later than January 31 of each calendar year, a copy of the financial and business projections and budget of Holdings and the Subsidiaries approved by the Supervisory Board of Holdings for such calendar year;
(n) as soon as possible and in any event within five Business Days after Holdings obtains knowledge thereof, notice of any event which, in its reasonable opinion, would changes to the Japanese encephalitis vaccine recommendation guidelines published by the Advisory Committee on Immunization Practices (ACIP) which could reasonably be expected to materially adversely affect have a material adverse impact on Ixiaro sales by Holdings and the business, operations or financial condition of the Borrower and its Subsidiaries taken as a wholeSubsidiaries;
g. promptly after the sending or filing thereof, (o) copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerany reports, and all registration statements which the Borrower statements, documents or any of its Subsidiaries files with the SEC other information publicly filed under Applicable Securities Laws or any national securities exchangeotherwise Publicly Disclosed, contemporaneously therewith; and
h. (p) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through or the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as such Lender or the Administrative Agent may request with respect to the Facility terms of and information provided pursuant to the Compliance Certificate). Notwithstanding the foregoing, (X) the Borrower shall not provide to any Public-Side Lender (or any of its attorneys, agents or representatives (other than the Administrative Agent under subsections and its Outside Counsel)) any reports, notices or information referenced in subsection (aa),(f), (bg), (h), (j), (k), (m), (n) and or, except to the extent provided in response to a request by such Public-Side Lender, (gp) of this Section 7.1.1 shall be deemed furnished 7.1, in each case, unless (and only to the Facility Agent when available free extent) such Public-Side Lender has provided written notice to the Borrower of charge such Public-Side Lender’s election (i) to receive such reports, notices and/or information in a specified case or on an ongoing basis (subject in any case to such Public-Side Lender’s right to change such election in a subsequent written notice to the Borrower (with a copy to the Administrative Agent)) or (ii) to direct the Borrower to provide such reports, notices and/or information in a specified case or on an ongoing basis (subject in any case to such Public-Side Lender’s right to change such election in a subsequent written notice to the Borrower (with a copy to the Administrative Agent)) to Outside Counsel to such Public-Side Lender; provided that no such election shall affect the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx obligations, and such Public-Side Lender’s rights, under Section 7.15 with respect to any such report, notice or other information (which obligations and rights shall apply in all cases); and (Y) with respect to any report, notice or information referenced in subsection (d) or W of this Section 7.1 that includes Inside Information, the SECBorrower shall provide such report, notice or information to each Public-Side Lender in accordance with and subject to the terms of Section 7.15(d). Notwithstanding anything to the contrary set forth herein, the Borrower shall not be required to provide or disclose any information (i) that constitutes non-financial trade secrets of Holdings, the Borrower and/or the Subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable Law; provided that, with respect to this clause (ii), the Borrower shall (A) notify the Administrative Agent in writing that information is being withheld (to the extent permitted by applicable Law) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such applicable Law, (iii) that is subject to attorney-client privilege (or other legally recognized privilege) or constitutes attorney work product; provided that, with respect to this clause (iii), the Borrower shall (A) notify the Administrative Agent in writing that information is being withheld and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such attorney-client privilege (or other legally recognized privilege) or (iv) in respect of which Holdings, the Borrower or any Subsidiary owes confidentiality obligations (to the extent not created in contemplation of such party’s website at xxxx://xxx.xxx.xxxobligations hereunder) to any third party; provided that, with respect to this clause (iv), the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not violate such confidentiality obligations.
Appears in 1 contract
Sources: Credit Agreement (Valneva SE)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer 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-year end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingacceptable to the Administrative Agent;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 7.2.4, (ii) stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with respect thereto), (iii) designating one or more of the Borrower’s Subsidiaries as Material Subsidiaries if, in reasonable detail the absence of such designation, the aggregate assets or revenues of all Immaterial Subsidiaries of the Borrower would exceed the aggregate amounts set forth in clauses (iii) and with appropriate calculations and computations in all respects reasonably satisfactory (iv) of the first proviso to the Facility Agentdefinition of “Immaterial Subsidiary”, (iv) certifying that the Subsidiaries of the Borrower previously designated as Immaterial Subsidiaries remain Immaterial Subsidiaries as of the date thereof and (v) in the case of a Compliance Certificate delivered concurrently with the financial information pursuant to clause (b) (relative to the 2008 Fiscal Year and thereafter), the amount of Excess Cash Flow for such Fiscal Year (together with a detailed calculation thereof);
d. (d) as soon as possible and in any event within three days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) at the time of each prepayment required under Section 3.1.1, (x) a certificate signed by an Authorized Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (y) to the extent practicable, at least three days’ prior written notice of such prepayment specifying the principal amount of Loans to be prepaid;
(f) as soon as possible and in any event within five days after the Borrower becomes aware thereofor any other Obligor 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 which could reasonably be expected to have a material adverse effect on the outcome of such litigation, action, proceeding or labor controversy or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (g) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrowerreports, notices, prospectuses and all registration statements which the Borrower or any of its Subsidiaries Obligor files with the SEC or any national securities exchange; and;
h. (h) promptly upon becoming aware of (i) the institution of any steps by any 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 303(k) of ERISA, (iii) the taking of any action with respect to a Pension Plan which could result in the requirement that any Obligor furnish a bond or other information respecting security to the condition PBGC or operationssuch Pension Plan, financial (iv) a determination that a Pension Plan is, or otherwiseis expected to be, in “at-risk” status (as defined in Section 303(i)(4)(A) of ERISA or Section 430(i)(4)(A) of the Code), or a determination that a Multiemployer Plan is, or is expected to be, in endangered or critical status (as defined in Section 305 of ERISA), or (v) the occurrence of any event with respect to any Pension Plan or Multiemployer Plan which could result in the incurrence by any Obligor of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(i) promptly upon receipt thereof, copies of all “management letters” submitted to the Borrower or any other Obligor by the independent public accountants referred to in clause (b) in connection with each audit made by such accountants;
(j) promptly following the mailing or receipt of any notice or report delivered under the terms of any Subordinated Debt or any Designated Preferred Stock Documents, copies of such notice or report;
(k) promptly following receipt thereof by the Borrower, (i) a copy of the monthly progress reports on the operations of the Greens Creek Joint Venture and monthly supplemental financial data with respect to the Greens Creek Joint Venture, for the immediately preceding calendar month and (ii) a copy of the balance sheet and the related statements of income and cash flow of the Greens Creek Joint Venture for each 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 Administrative Agent;
(l) as soon as available and, in any event, within
(i) 45 days after each of March 31, 2008 and June 30, 2008, notice of the applicable amounts referenced in clauses (a)(ii)(y), (a)(iii)(y), (b)(ii)(y) and (b)(iii)(y) of the definition of Plug Amount, which amounts shall be satisfactory to the Administrative Agent;
(ii) 45 days after the end of each Fiscal Year, updated capital, operating and exploration budgets of the Borrower and its Material Subsidiaries, certified by an Authorized Officer of the Borrower;
(iii) 90 days after the end of each Fiscal Year, an updated Hecla Mine Plan, certified by an Authorized Officer of the Borrower; and
(iv) 90 days after the end of each Fiscal year, updated mineral reserve statements for Borrower and its Subsidiaries, certified by an Authorized Officer of the Borrower;
(m) as soon as possible and in any event within three days after the Borrower or any other Obligor obtains knowledge of the commencement of any suit, action or proceeding arising under any Environmental Laws which could reasonably be expected to result in a Material Adverse Effect, or any other adverse claim asserted against any Obligor or with respect to its properties which could reasonably be expected to result in a Material Adverse Effect, notice thereof and copies of all documentation relating thereto;
(n) promptly upon the occurrence of any material event relating to the Greens Creek Mine, including any unscheduled shutdowns of, or disruptions to, the mining operations of the Greens Creek Mine, notice thereof;
(o) promptly notify the Administrative Agent and provide copies upon receipt of all written claims, complaints, notices or inquiries relating to, or as to compliance with, laws relating to employee health and safety (including the Occupational Safety and Health Act, 29 U.S.C.A. §651 et. seq. and the Federal Mine Safety and Health Act, 30 U.S.C.A. §801 et. seq.), to the extent conditions described in such claims, complaints, notices and inquiries could reasonably be expected to result in a liability for the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000 and shall promptly resolve any material non-compliance with such laws (except to the extent such non-compliance is being diligently contested in good faith) and keep its property free of any Lien imposed by such laws;
(p) as soon as available and in any event within 45 days after the end of each of the Fiscal Quarters of each Fiscal Year, reports with respect to all Hedging Agreements entered into by Borrower and its Subsidiaries as contemplated by this Agreement, which reports shall be in form and substance satisfactory to the Administrative Agent; and
(q) such other financial and other information as any Lender through the Facility Agent Secured Party may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and informationinformation to provide one to each Lender:
a. (a) as soon as available and in any event within 60 (i) (A) 30 days after the end of each month (other than December), and (B) within 45 days after the end of each December, a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such month and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such month and for the period commencing at the end of the previous Fiscal Year and ending with the end of such month, certified by the chief financial Authorized Officer of the Borrower (ii) within 45 days of after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year of year, the Borrower's form 10Q for such quarter, in each case together with a copy of report, in form and substance satisfactory to the Administrative Agent and the Required Lenders, reconciling the Borrower’s report on Form 10-Q 's and its Subsidiaries' actual performance to the most recent budgets and forecasts delivered pursuant to SECTION 5.1.12 or SECTION 7.1.1(h) or (or any successor form) i), as filed the case may be, certified by the Borrower with the SEC for such Fiscal Quarter, containing unaudited consolidated financial statements Chief Financial Officer of the Borrower and containing an explanation in reasonable detail for such Fiscal Quarter (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustmentsany significant negative variances;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) as filed by for such Fiscal Year for the Borrower with and its Subsidiaries, including therein consolidated balance sheets of the SEC Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing audited consolidated certified (without any "going concern" qualification, qualification relating to possible errors generated by financial statements of reporting and related systems due to the Borrower for such Fiscal Year prepared 2000 Problem, or other qualification) in accordance with GAAP (including a balance sheet manner acceptable to the Administrative Agent and profit and loss statement) and audited the Required Lenders by PricewaterhouseCoopers Price Waterhouse LLP or another firm of other independent public accountants of similar standing;
c. acceptable to the Administrative Agent and the Required Lenders, together with certificates from such accountants containing (x) a report on management's assertion about compliance (together with management's computation of, and showing compliance) with each of the statements delivered financial ratios and restrictions contained in SECTION 7.2.4 and (y) to the effect that, in making the examination necessary for the signing of such annual report by such accountants, 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; timely delivery of Form 10-K pursuant to the foregoing clause (af) or below shall be deemed to satisfy this clause (b).
(c) as soon as available and in any event within 45 days after the end of each Fiscal Quarter, a certificatecertificate in the form of EXHIBIT F, executed by the chief financial officer, the treasurer or the corporate controller Authorized Officer 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent)) compliance with the financial covenants set forth in SECTION 7.2.4 and SECTION 3.1.4 and setting forth such information as is required in such form;
d. (d) as soon as possible and in any event within three Business Days after the Borrower obtains knowledge of the occurrence of a Default or Prepayment Eventeach Default, a statement of the chief financial officer Authorized 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. (e) as soon as possible and in any event within three (3) Business Days after the Borrower becomes aware thereof, notice obtains knowledge of any Material Litigation except to of 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 following if it could reasonably be expected to materially result in a Material Adverse Effect if adversely affect determined: (x) the businessoccurrence of any adverse development with respect to any litigation, operations action, proceeding, or financial condition labor controversy described in SECTION 6.7, (y) the commencement of any labor controversy, litigation, action, proceeding of the type described in SECTION 6.7, notice thereof and copies of all documentation relating thereto or (z) any adverse development involving, or material default by any party under, or breach by any party of any material contract or agreement to which the Borrower and its Subsidiaries taken as or any Subsidiary is a wholeparty or by which it is bound;
g. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders any of each its security issued by the Borrowerholders, and all reports and registration statements (without exhibits) which the Borrower or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and, including, without limitation, any reports or registration statements relating to the Year 2000 Problem;
h. (g) within three (3) Business Days upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, 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 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;
(h) (i) annually, on or before March 31 of each year and (ii) promptly upon request of the Administrative Agent or the Required Lenders (which requests may not be more frequent than once each quarter), a budget for the year commencing the preceding January 1 and a five-year forecast for the Borrower and its Subsidiaries in form and substance satisfactory to the Administrative Agent and the Required Lenders and consistent with the budget and projections delivered pursuant to SECTION 5.1.12 and based upon information that is then currently available and believed to be correct and upon assumptions believed to be reasonable;
(i) The Borrower shall deliver to the Administrative Agent, (a) promptly upon sending or receipt, copies of any and all management letters and correspondence relating to management letters, sent or received by the Borrower or any of its Subsidiaries to or from Price Waterhouse LLP or other independent public accountants acceptable to the Administrative Agent and the Required Lenders, and (b) upon the request of the Administrative Agent, a copy of the Borrower's and its Subsidiaries' plan, timetable and budget to address the Year 2000 Problem, together with periodic updates thereof and expenses incurred to date, any third party assessment of the Borrower's and its Subsidiaries' Year 2000 Problem remediation efforts, and any Year 2000 Problem contingency plans, and any estimates of the Borrower's and its Subsidiaries potential litigation exposure (if any) to the Year 2000 Problem;
(j) such other information respecting the condition or operations, financial or otherwise, or properties or assets of the Borrower or any of its Subsidiaries as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxrequest in writing.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to the Facility Agent (with sufficient Bank copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (i) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BorrowerCompany, a copy the consolidated financial statements of the Borrower’s report on Form 10-Q (or any successor form) as filed by the Borrower with the SEC Company and its Subsidiaries for such Fiscal Quarter, containing unaudited including the consolidated financial statements balance sheet of the Borrower for Company and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated statements of earnings (including a balance sheet loss) and profit cash flows of the Company and loss statementits Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief accounting Authorized Officer of the Company as having been prepared in accordance with GAAP, subject together with (A) a certificate of the chief financial Authorized Officer of the Company stating that no Default or Event of Default has occurred and is continuing or, if any such Default or Event of Default has occurred and is continuing, a statement as to normal year-end audit adjustmentsthe nature thereof and the action that the Company has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Bank of the computations used by the Company in determining compliance with the covenants contained in Sections 5.01(h), 5.02(a), 5.02(c), 5.02(d) and 5.02(i) of the Credit Agreement;
b. (ii) as soon as available and in any event within 120 one hundred twenty (120) days after the end of each Fiscal Year of the BorrowerCompany, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) as filed by for such Fiscal Year for the Borrower with Company and its Subsidiaries, including therein the SEC consolidated financial statements of the Company and its Subsidiaries for such Fiscal Year, containing audited including the consolidated financial balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of earnings (loss) and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year prepared Year, in accordance with GAAP (including a balance sheet and profit and loss statement) and audited each case accompanied by PricewaterhouseCoopers LLP an opinion acceptable to the Bank of Xxxxxx Xxxxxxxx & Co. or another firm of other independent public accountants of similar standing;
c. acceptable to the Bank, together with each (A) a certificate of such accounting firm in substantially the statements delivered pursuant form of Exhibit H to the foregoing clause Credit Agreement (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 schedules referred to therein attached thereto) addressed to the Facility Agent);
d. as soon as possible after the occurrence of Bank, and (B) a Default or Prepayment Event, a statement certificate of the chief financial officer Authorized Officer of the Borrower setting forth details Company stating that no Default or Event of Default has occurred and is continuing or, if any such Default or Prepayment Event (of Default has occurred and is continuing, a statement as to the case may be) nature thereof and the action which that the Borrower Company has taken and proposes to take with respect thereto;
e. (iii) as soon as possible and in any event within five (5) days after the Borrower becomes aware thereofoccurrence of each Default or Event of Default, notice a statement of any Material Litigation except the chief financial Authorized Officer of the Company setting forth details of such Default or Event of Default and the action which the Company has taken and proposes to the extent that such Material Litigation is disclosed by the Borrower in filings take with the SECrespect thereto;
f. (iv) as soon as possible and in any event within five (5) days after (x) the Borrower becomes aware thereofoccurrence of any adverse development with respect to any litigation, action, proceeding or labor controversy described in clause (e) of Section 15 or (y) the commencement of any labor controversy, litigation, action or proceeding of the type described in clause (e) of Section 15, notice thereof and copies of all material documentation relating thereto;
(v) promptly and in 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 within fifteen (15) days after the sending or filing thereof, copies of all reports which the Borrower Company sends to all holders any of each security issued by the Borrowerits securityholders, and all reports and registration statements which the Borrower Company or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(vi) promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of the securities of the Company or of any of its Subsidiaries (A) pursuant to the terms of the Ordinance or the First Mortgage Bond Indenture, or (B) with respect to any pending or potential non-compliance with the terms of any other indenture, loan or credit or similar agreement, and not otherwise required to be furnished to the Bank pursuant to any other clause of this clause (b);
(vii) promptly upon receipt thereof, copies of all notices, requests and other documents received by the Company or any of its Subsidiaries under or pursuant to the Ordinance or the First Mortgage Bond Indenture with respect to any pending or potential noncompliance with the terms thereof, and, from time to time upon request by the Bank, such information and reports regarding the Ordinance and the First Mortgage Bond Indenture as the Bank may reasonably request;
(viii) promptly, and in any event within five (5) Business Days after any change in the information regarding Material Operating Leases of the type contained on Schedule VIII of the Credit Agreement is furnished by the Company to Xxxxx'x or S&P, notice of such change;
(ix) promptly and in any event within ten (10) Business Days after the Company or any of its ERISA Affiliates knows or has reason to know that any ERISA Event has occurred, a statement of the chief financial Authorized Officer of the Company describing such ERISA Event and the action, if any, that the Company or such ERISA Affiliate has taken and proposes to take with respect thereto;
(x) promptly and in any event within five (5) Business Days after receipt thereof by the Company or any of its ERISA Affiliates, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;
(xi) promptly and in any event within thirty (30) days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan of the Company;
(xii) promptly and in any event within five (5) Business Days after receipt thereof by the Company or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, copies of each notice received by the Company or any of its ERISA Affiliates concerning (A) the imposition of Withdrawal Liability by any Multiemployer Plan, (B) the reorganization or termination, within the meaning of Title IV of ERISA, of any Multiemployer Plan or (C) the amount of liability incurred, or that may be incurred, by the Company or any of its ERISA Affiliates in connection with any event described in clause (A) or (B);
(xiii) promptly and in any event within ten (10) Business Days after the Company or any of its ERISA Affiliates knows or has reason to know that any Prohibited Transaction that is reasonably likely to result in a material liability of the Company has occurred, a statement of the chief financial Authorized Officer of the Company describing such Prohibited Transaction and the action, if any, that the Company or such ERISA Affiliate has taken and proposes to take with respect thereto;
(xiv) promptly after the amendment of, waiver to, or any other modification of, any Related Document, a copy of such amendment, waiver or modification;
(xv) promptly after the Company knows of the occurrence thereof, notice of any change in the Bond Rating assigned by either Xxxxx'x or S&P; and
h. (xvi) such other information respecting the condition or operations, financial or otherwise, of the Borrower Company or any of its Subsidiaries as any Lender through the Facility Agent Bank may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Reimbursement Agreement (Public Service Co of New Mexico)
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to furnish the Facility Administrative Agent (with sufficient copies for distribution to and each Lender) , copies of the following financial statements, reports, notices and information:
a. (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 Year, an unaudited consolidated balance sheet of the Borrower, a copy Borrower and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by 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 SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 (provided that such comparative figures will not be required until the Fiscal Quarter ending on June 30, 2007), in each case, certified as complete and correct by the chief financial statements or accounting Authorized Officer 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. (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, that shall include a calculation of the financial covenants set forth in Section 7.2.4 and stating that, in performing the examination necessary to deliver the audited 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 Borrower, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Borrower or an Obligor has taken or proposes to take with appropriate calculations respect thereto), and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8);
d. (d) as soon as possible and in any event within five days after the Borrower or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which that the Borrower or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within five days after the Borrower becomes aware thereofor any other Obligor 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, (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7 or (iii) the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority (including under Environmental Laws or with respect to ERISA matters) against or affecting the Borrower or any Affiliate thereof not previously disclosed in writing to the Lenders, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECAdministrative Agent requests, copies of all documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports, notices, prospectuses and registration statements that any Obligor files with the SEC, or any national securities exchange;
(g) promptly upon becoming aware of (i) the institution of any steps by any 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 that could result in the requirement that any Obligor 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 that could result in the incurrence by any Obligor of any liability, fine or penalty, notice thereof and copies of all documentation relating thereto;
(h) promptly upon receipt thereof, copies of all “management letters” or reports which submitted to the Borrower sends or any other Obligor by the independent public accountants referred to all holders in clause (b) in connection with each audit made by such accountants or any other interim or special audit conducted by them;
(i) promptly following the mailing or receipt of each security issued by any material notice or report delivered under the terms of the Indenture, copies of such notice or report;
(j) promptly (i) if the Borrower obtains knowledge that the Borrower or any Person that owns, directly or indirectly, any Capital Securities of the Borrower, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the Terrorism Laws, the Borrower will notify the Administrative Agent and (ii) upon the request of any Lender, the Borrower will provide any information such Lender believes is reasonably necessary to be delivered to comply with the Patriot Act;
(k) concurrently with any delivery of financial statements under clause (b) above, or within five days following any change to any existing insurance policy that could reasonably be expected to have an adverse effect on the Lender Parties, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 7.1.4, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all registration statements which copies of the applicable policies;
(l) concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 2.8, a list of Persons who purchase (or did purchase in the last six months) at least 50% of the Hydrocarbons from the Borrower or any of its Subsidiaries files Subsidiaries;
(m) concurrently with the SEC delivery of any Reserve Report, the Borrower shall provide to the Administrative Agent and each Lender, a certificate from the president or chief financial officer of Borrower certifying that, to the best of his knowledge and in all material respects: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Borrower and its Subsidiaries own Good Title to the Oil and Gas Properties evaluated in such Reserve Report (in this Section called the “Covered Properties”) and are free of all Liens except for Liens permitted by Section 7.2.3, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Engineering Report (other than those permitted by the Security Documents) that would require Borrower or such Subsidiary to deliver hydrocarbons produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of the Covered Properties has been sold since the date of the last Borrowing Base determination except as set forth on an exhibit to the certificate, which certificate shall list all of such properties sold and in such detail as reasonably required by the Administrative Agent, (v) set forth on a schedule attached to the certificate is the present discounted value of all Covered Properties that are part of the Oil and Gas Properties that are encumbered by the Mortgages (the “Mortgaged Properties”), (vi) Oil and Gas Properties that comprise at least eighty-five percent (85%) of the total value of the Proved Reserves that are included within the Covered Properties are part of the Mortgaged Properties, and (vii) Oil and Gas Properties that comprise at least eighty-five percent (85%) of the total value of the Proved Developed Producing Reserves that are included within the Covered Properties are part of the Mortgaged Properties;
(n) in the event the Borrower or any national securities exchange; andSubsidiary intends to sell or otherwise Dispose of at least $5,000,000 worth of any Oil or Gas Properties or any Capital Securities in any Subsidiary in accordance with this Agreement, prior written notice of such Disposition, the price thereof and the anticipated date of closing;
h. such other information respecting (o) prompt written notice, and in any event within five Business Days, of the condition occurrence of any Casualty Event or operationsthe commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event;
(p) prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in the ownership of its Properties, financial or otherwise, (ii) in the location of the Borrower or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any Guarantor’s federal taxpayer identification number;
(q) with the delivery of quarterly financial statements under Section 7.1.1(a) and in any event, no later than 60 days after the end of each fiscal quarter, (i) a report setting forth, for each calendar month during the then current fiscal year to date on a production date basis, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month, including, without limitation, transportation, gathering and marketing costs, and all categories of applicable expenses (at a level of detail reasonably acceptable to the Administrative Agent) charged to the Borrower or its Subsidiaries under the relevant operating agreements, and (ii) a report, in form and substance reasonably acceptable to the Administrative Agent and regarding the ongoing drilling programs of the Borrower and it Subsidiaries, which report will specify (A) the wxxxx drilled by the Borrower and its Subsidiaries during such recently ended fiscal quarter, (B) the status of such wxxxx as producing, shut-in, waiting-on-connection or otherwise, and the categorization of such wxxxx as Proved Developed Producing Reserves, Proved Developed Nonproducing Reserves, Proved Undeveloped Reserves or unproved reserves as of the most recent reserve report delivered pursuant to the most recently completed borrowing base redetermination, (C) the total number of successful wxxxx for such fiscal quarter on a gross and net basis and (D) the Capital Expenditures incurred in connection with such wxxxx during such fiscal quarter;
(r) promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of the Borrower or any Subsidiary;
(s) (i) concurrently with any delivery of financial statements under Section 7.1.1(a), a certificate of an Authorized Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such Fiscal Year, a true and complete list of all Hedging Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.2.20, or not previously provided to the Administrative Agent, any margin required or supplied under any credit support document, and the counterparty to each such agreement and (ii) within five days after any execution of any new Hedging Agreements or any assignment, termination or unwinding of any existing Hedging Agreements, notice thereof to the Administrative Agent, which notice shall be in form and substance and with details reasonably acceptable to the Administrative Agent.
(t) such other financial and other information as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Administrative Agent may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free Compliance Certificate, and including to the extent requested by the Administrative Agent, reasonably detailed calculations confirming that the Borrower is in compliance with Section 4.09 of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxIndenture).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Company and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of Table of Contents income and cash flow of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Company (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Company and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Company and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Administrative Agent, stating that, in performing the examination necessary to deliver the audited 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 Company, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerCompany, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred, specifying the details of such Default and the action that the Company or an Obligor has taken or proposes to take with appropriate calculations respect thereto) and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.1.8);
d. (d) as soon as possible and in any event within three Business Days after the Company or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Company setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Company or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three Business Days after the Borrower becomes aware thereofCompany or any other Obligor 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 of any Material Litigation except thereof and, 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 after the sending or filing thereofAgent requests, copies of all reports which documentation relating thereto;
(f) promptly upon (i) any officer of the Borrower sends Company becoming aware of the forthcoming occurrence of any ERISA Event that, alone or together with any other ERISA Event could reasonably be expected to all holders result in liability of each security issued the Company or any ERISA Affiliate in an aggregate amount exceeding $25,000,000, a statement of an Authorized Officer of the Company setting forth details as to such ERISA Event and the action, if any, that the Company proposes to take with respect thereto; or (ii) receipt by the Borrower, and all registration statements which the Borrower Company or any of its Subsidiaries files with the SEC or any national securities exchange; andERISA Affiliates of notice from a Multiemployer Plan sponsor concerning an ERISA Event, such notice;
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) promptly following the mailing or receipt of this Section 7.1.1 shall be deemed furnished any notice or report delivered under the terms of the Indentures, copies of such notice or report;
(h) all Patriot Act Disclosures, to the Facility Agent when available free of charge on extent reasonably requested by the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.Administrative Agent; and
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)
Financial Information, Reports, Notices, etc. The Borrower Parent will furnish, or will cause to be furnished, to furnish the Facility Agent (with sufficient Lender copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each Fiscal Quarter (other than the final Fiscal Quarter of any Fiscal Year), an unaudited consolidated balance sheet of Parent and its Subsidiaries as of the first three Fiscal Quarters end 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 and consolidated financial statements of the Borrower income and cash flow of Parent and its Subsidiaries for such period, including, 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 Parent (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments);
b. (b) commencing with the Fiscal Year ending December 31, 2016, as soon as available and in any event within 120 90 days after the end of each Fiscal Year of Year, in the Borrowerevent Parent has not otherwise filed its Annual Report on Form 10K, a copy of the Borrower’s annual report on Form 10-K consolidated balance sheet of Parent (or any successor formwhich will include its Subsidiaries, and the related consolidated statements of income and cash flow of Parent which will include its Subsidiaries) as filed by the Borrower with the SEC for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated (without any Impermissible Qualification) by independent public accountants acceptable to the Lender, which shall include a calculation of the financial covenants set forth in Section 7.19 and stating that, in performing the examination necessary to deliver the audited 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 Parent, no knowledge was obtained of independent public accountants any Event of similar standingDefault;
c. together (c) within 25 days after the end of each calendar month and concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerParent, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 7.19 and stating that no Default has occurred and is continuing (or, if a Default has occurred, specifying the details of such Default and the action that Parent or any of its Subsidiaries has taken or proposes to take with respect thereto) and (ii) stating that no Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 7.8);
(d) upon (but only upon) the prior written request of the Lender, a copy of the consolidated annual budget, which will include the financial forecasts of Parent and its Subsidiaries for the then current Fiscal Year of Parent, in form and substance as approved by the board of directors of Parent, which shall include at least a projection of income and a projected cash flow statement for each Fiscal Quarter in such Fiscal Year and a projected balance sheet as of the end of each Fiscal Quarter in such Fiscal Year, in each case prepared in reasonable detail, with appropriate presentation and discussion (in reasonable detail detail) of the principal assumptions upon which such budgets and with appropriate calculations and computations in all respects reasonably satisfactory projections are based, which shall be accompanied by a statement of an Authorized Officer of Parent to the Facility Agent)effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of Parent for the respective periods covered thereby;
d. (e) as soon as possible possible, but in any event within (i) three Business Days after the Borrower or Parent obtains knowledge of the occurrence of a an Event of Default described in Section 9.1.1 or Prepayment Event(ii) five Business Days after the Borrower or Parent obtains knowledge of the occurrence of any other Event of Default, in each case a statement of the chief financial officer an Authorized Officer of the Borrower Parent setting forth details of such Event of Default or Prepayment Event (as the case may be) and the action which the Borrower Parent has taken and proposes to take with respect thereto;
e. (f) as soon as possible and in any event within five Business Days after the Borrower becomes aware thereofor Parent obtains knowledge of (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in Schedule 6.7(a) or (ii) the commencement of any litigation, action, proceeding or labor controversy of the type and materiality described in Section 6.7, notice of any Material Litigation except thereof and, to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECLender requests, copies of all documentation relating thereto;
f. (g) as soon as possible and in any event within five Business Days after the Borrower becomes or Parent obtains knowledge of any return, recovery, dispute or claim related to any Product or inventory that involves more than $250,000, written notice thereof from an Authorized Officer of the Parent which notice shall include any statement setting forth details of such return, recovery, dispute or claim;
(h) promptly upon becoming aware thereofof (i) the institution of any steps by any Person to terminate any Pension Plan, notice (ii) the failure of any Loan Party or any ERISA Affiliate to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien on any Loan Party or any ERISA Affiliate under Section 303(k) of ERISA or under Section 430(k) of the Code, (iii) the taking of any action with respect to a Pension Plan which would reasonably be expected to result in the requirement that any such Person furnish a bond or other security to the PBGC or such Pension Plan, or (iv) the occurrence of any event which, in its reasonable opinion, with respect to any Pension Plan which would reasonably be expected to materially adversely affect result in the businessincurrence by any Loan Party or any ERISA Affiliate of any material liability, operations fine or financial condition penalty, notice thereof and copies of all documentation relating thereto, written notice thereof from an Authorized Officer of the Borrower and its Subsidiaries taken as Parent, which notice shall include a wholestatement setting forth details of such events;
g. (i) [reserved];
(j) promptly after the sending or filing upon receipt thereof, copies of all reports which the Borrower sends formal “management letters” (or equivalent) submitted to all holders of each security issued by the Borrower, and all registration statements which the Borrower Parent or any of its Subsidiaries files by the independent public accountants referred to in clause (b) in connection with the SEC or any national securities exchangeeach audit made by such accountants; and
h. (k) such other financial and other information respecting as the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that request (including information required to be furnished and reports in such detail as the Lender may request with respect to the Facility Agent under subsections (a), (b) terms of and (g) of this Section 7.1.1 shall be deemed furnished information provided pursuant to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxCompliance Certificate).
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower KIL will furnish, or will cause to be furnished, to the Facility Agent (with sufficient copies for distribution to each Lender) , the Issuer and the Administrative Agent copies of the following financial statements, reports, notices and information:
a. (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 KIL, consolidated balance sheets of KIL and its Subsidiaries and the Borrower, a copy KIBL Group (as applicable) as of the Borrower’s report on Form 10-Q end of such Fiscal Quarter and consolidated statements of earnings and cash flow of KIL and its Subsidiaries and the KIBL Group (or any successor form) as filed by applicable), in each case for such Fiscal Quarter and for the Borrower period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated certified by the chief financial statements Authorized Officer 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 adjustmentsKIL;
b. (b) as soon as available and in any event within 120 105 days after the end of each Fiscal Year of the BorrowerKIL, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) for such Fiscal Year for KIL and its Subsidiaries, including therein a consolidated balance sheet of KIL and its Subsidiaries as filed by of the Borrower with the SEC end of such Fiscal Year and consolidated statements of earnings and cash flow of KIL and its Subsidiaries for such Fiscal Year, containing audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP each case certified (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers Deloitte & Touche LLP or another firm of other independent public accountants of similar standing;
c. acceptable to the Required Lenders, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the statements delivered pursuant to financial ratios and restrictions contained in Section 7.2.4;
(c) commencing with the foregoing clause period ending June 30, 2004, (A) as soon as available and in any event within the time periods set forth above in clauses (a) or and (b)) for the relevant Fiscal Quarter, a certificateCompliance Certificate, executed by the chief financial officerAuthorized Officer of KIL, the treasurer or the corporate controller of the Borrower, showing, as of the last day of the relevant Fiscal Quarter or Fiscal Year (i) showing compliance with the financial covenants set forth in Section 7.2.4 7.2.4, (in reasonable detail ii) showing the amount of Capital Expenditures that were made during such Fiscal Quarter, and with appropriate calculations and computations in all respects reasonably satisfactory (iii) certifying as to the Facility Agent)absence of any Default and (B) within 60 days after the end of each Fiscal Year of KIL, a certificate in substantially the form of Exhibit H from the chief financial Authorized Officer of KIL showing the calculation (estimated in good faith, subject to adjustment upon delivery of the Compliance Certificate for such Fiscal Year end within 105 days after the end of such Fiscal Year) of the Total Leverage Ratio as of such Fiscal Year end;
d. (d) as soon as possible and in any event within three days after an executive officer of KIL knows of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer Authorized Officer of the Borrower KIL setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower KIL has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three days after an executive officer of KIL knows of (x) the Borrower becomes aware thereofoccurrence of any adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 or (y) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.7, notice thereof and copies of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECall documentation relating thereto;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower KIL sends to all holders any of each security issued by the Borrowerits securityholders, and all reports and registration statements which the Borrower KIL or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange;
(g) immediately upon becoming aware of the institution of any steps by any Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that any Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by any Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of any Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto;
(h) promptly following any amendment, waiver or other modification made to the Relinquishment Agreement or the Omnibus Termination Agreement, or delivery of any notice of default or termination of the Relinquishment Agreement or the Omnibus Termination Agreement, a copy of such amendment, waiver, modification or notice;
(i) promptly following the delivery or receipt, as the case may be, of any written notice or communication pursuant to or in connection with any Subordinated Note Indenture or any of the Subordinated Notes, a copy of such notice or communication;
(j) within 30 days of the Effective Date, the Administrative Agent shall have received evidence reasonably satisfactory to it that, based on the Borrowers’ projections, an amount equal to (i) 50%, during each of the first two years from the Effective Date and (ii) 40% during the third year from the Effective Date, of the Borrowers’ aggregate principal amount of funded Indebtedness for borrowed money is projected to be accruing interest at a fixed rate of interest for such periods (whether by entering into interest rate swap, cap, collar or similar arrangements and including such Indebtedness of the Borrowers accruing interest at a fixed rate by its terms and the Rate Protection Agreements outstanding on the Effective Date); and
h. (k) such other information respecting the condition or operations, financial or otherwise, of the Borrower KIL or any of its Subsidiaries as the Issuer or any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxrequest in writing.
Appears in 1 contract
Financial Information, Reports, Notices, etc. SECTION 7.1.1. The Borrower will furnish, or will cause to be furnished, to the Facility Administrative Agent (with sufficient copies for distribution to each LenderLender and Finnvera, as the case may be) the following financial statements, reports, notices and information:
a. (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 Securities and Exchange Commission 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. (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 Securities and Exchange Commission 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 LLC or another firm of independent public accountants of similar standing;
c. (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 Administrative 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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Agent);
d. (d) as soon as possible after the occurrence of a Default or Mandatory Prepayment Event, a statement of the chief financial officer of the Borrower setting forth details of such Default or Mandatory Prepayment Event (as the case may be) and and, if it is continuing, the action actions which the Borrower has taken and and/or proposes to take with respect thereto;
e. (e) as soon as practicable after the occurrence thereof, notice of any written amendment to or written modification of the Construction Contract that relates to (i) the amount of the Initial Basic Cash Contract Price, (ii) the date on which the Purchased Vessel is to be delivered or (iii) a decrease in the dimensions or capacity of the Purchased Vessel in terms of the number of passengers and/or staterooms by two per cent. (2%) or more;
(f) as soon as available and in any event within thirty (30) days after the end of each calendar year, written confirmation of the then current amount of the Basic Cash Contract Price, the cumulated amount of effective Change Orders and utilised NYC Allowance;
(g) as soon as the Borrower becomes aware thereof, notice of any suspension, repudiation, invalidation, termination or cancellation (in whole or in part) of the Construction Contract or any failure of the Construction Contract to otherwise be in full force and effect or any circumstances which entitle any party to the Construction Contract to terminate the Construction Contract or any action, suit, litigation, investigation or proceeding (including arbitration and administrative proceedings) pending or, to the knowledge of the Borrower, threatened in connection with the Construction Contract.
(h) as soon as reasonably practicable after the Borrower becomes aware thereof, notice of any Material Litigation Litigation, except to the extent that such Material Litigation is disclosed by the Borrower in its 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. (i) promptly after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and;
h. (j) such other information respecting regarding the condition or operations, financial or otherwise, of the Borrower or any of its Principal Subsidiaries as any Lender (through the Facility Agent Agent) may from time to time reasonably request; provided that ;
(k) such other documentation and information required to be furnished to as is requested by the Facility Agent under subsections (a), (bfor itself or on behalf of any Lender) and (g) of this Section 7.1.1 shall be deemed furnished to in order for the Facility Agent when available free (or such Lender, as the case may be) to carry out and be satisfied that it has complied with all necessary “know your customer” and other similar checks under all applicable laws and regulations (including all applicable anti-money laundering and anti-corrupt practices laws and regulations) in connection with the transactions contemplated by this Agreement and the other Finance Documents (including, for the avoidance of charge on doubt, with respect to the Borrower and each of the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or hedging counterparties under the SEC’s website at xxxx://xxx.xxx.xxx.Hedging Agreements as identified in paragraph 3(a)(Hedging Euros Purchase) of the Drawing Request); and
(l) such other documentation and information that COFACE may from time to time request,
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower will furnish, or will cause to be furnished, to each Lender and the Facility Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the BorrowerHoldings, a copy of the Borrower’s Holdings' report on Form 10-Q (or any successor comparable form) as filed by the Borrower with the SEC for such Fiscal Quarter, containing which shall include Holdings' quarterly unaudited consolidated financial statements as of the Borrower end of and for such Fiscal Quarter (including a balance sheet and profit and loss statement) Quarter, prepared in accordance with GAAP, subject to normal changes resulting from any year-end audit adjustmentsadjustment and the absence of footnotes, certified by the chief financial Authorized Officer of Holdings;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerHoldings, a copy of the Borrower’s annual Holdings' report on Form 10-K (or any successor comparable form) as filed by the Borrower with the SEC for such Fiscal Year, containing which report will include the annual audited consolidated financial statements of Holdings and its Subsidiaries, as of the Borrower end of and for such Fiscal Year Year, prepared in accordance with GAAP (including GAAP, in each case certified in a balance sheet and profit and loss statement) and audited manner acceptable to the Agent by PricewaterhouseCoopers LLP Ernst & Young LLP, or another firm of other independent public accountants of similar standing;
c. acceptable to the Agent and the Required Lenders, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the statements delivered pursuant financial ratios and restrictions contained in Section 7.2.4 and to the foregoing effect that, in making the examination necessary for the signing of such annual report by such accountants, 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;
(c) concurrently with making available the financial statements referred to in clause (a) or and (b) above, a compliance certificate in substantially the form of Exhibit D hereto, in writing and signed by an Authorized Officer of the Borrower (a "Compliance Certificate"), (1) certifying that the statements fairly present the financial condition of Holdings and its Subsidiaries and results of the operations of Holdings and its Subsidiaries at the date and for the period indicated therein, subject to changes resulting from year-end audit adjustments and the absence of footnotes, and certifying as to the actual amount of Unrestricted Cash pursuant to Section 3.1.1(b)(ii); and (2) showing the calculations necessary to determine compliance with Sections 7.2.4(a) and (b), a certificate7.2.5 and 7.2.6, 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 stating that no Default or Prepayment EventEvent of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof, and a statement of the chief financial officer such Authorized Officer of the Borrower setting forth details of such Default or Prepayment Event (as the case may be) and the action which that the Borrower has taken and proposes to take with respect thereto;
e. (d) as soon as possible and in any event within three (3) days after (x) the Borrower becomes aware thereofoccurrence of any adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.10 or (y) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 6.10, notice thereof and copies of any Material Litigation except to the extent that such Material Litigation is disclosed by the Borrower in filings with the SECall documentation relating thereto;
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. (e) promptly after the sending or filing thereof, and to the extent not captured by Section 7.1.1(a) and (b), copies of all reports which that the Borrower sends to any of its security holders, and all holders reports and registration statements that the Borrower files with the Securities and Exchange Commission or any national securities exchange;
(f) promptly upon receipt thereof, copies of each security issued all reports, if any, submitted to the Borrower by the Borrower's independent public accountants regarding the Borrower, and all registration statements which including, without limitation, any management report prepared in connection with the annual audit referred to in clause (b) above;
(g) promptly upon receipt thereof, copies of any material adverse notice or report regarding any License from the FCC or any other Governmental Authority;
(h) annually, certificates of insurance indicating that the requirements of Section 7.1.9 hereof remain satisfied for such Fiscal Year, together with copies of any new or replacement insurance policies obtained during such year;
(i) prior to January 31 of each year, an annual budget for the Borrower and its Subsidiaries, containing information and in a form substantially similar to that shown in the budget delivered to the Lenders in connection with the execution of this Agreement;
(j) as soon as possible and in any event within three (3) days after becoming aware thereof, any material adverse change with respect to the business, assets, liabilities, financial position, results of operations or business prospects of Holdings and any of its Subsidiaries (including the Borrower), other than changes in the ordinary course of business which have not had and would not reasonably be expected to have a Materially Adverse Effect;
(k) promptly following the occurrence of such changes, any material amendment or change to the financial projections or annual budget provided to the Lenders by the Borrower;
(l) any Default or the occurrence or non-occurrence of any event (A) that constitutes, or which, with the passage of time or giving of notice or both, would constitute a default by Holdings or any of its Subsidiaries files with (including the SEC Borrower), or an event or condition that gives rise to any put right or other prepayment right of any holder of Indebtedness, under any Material Agreement other than this Agreement and the other Loan Documents to which Holdings or any national securities exchangeof its Subsidiaries (including the Borrower) is a party or by which any of their respective Property may be bound, or (B) that could have a Materially Adverse Effect, giving in each case the details thereof and specifying the action proposed to be taken with respect thereto;
(m) immediately upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan that could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or 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;
(n) the occurrence of any event subsequent to the date hereof which, if such event had occurred prior to the date hereof, would have constituted an exception to the representation and warranty in Section 6.13;
(o) as soon as possible and in any event no later than the Thursday following the end of every other week, and commencing on the Thursday immediately following the Effective Date, a 13-week cash flow forecast for Holdings and its Subsidiaries, as well as variance analysis in reasonable detail;
(p) Within thirty (30) days after the last day of each calendar month, a certificate of the president or CFO of the Borrower in form and substance satisfactory to the Agent, setting forth subscriber information for such calendar month, which information shall include core subscribers, advanced subscribers, the number of subscribers added and the number of subscribers dropped during such calendar month; and
h. (q) such other information respecting the condition or operations, financial or otherwise, of Holdings or the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Sources: Credit Agreement (Metrocall Inc)
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (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 BorrowerCompany, a copy consolidated balance sheets of the Borrower’s report on Form 10-Q (or any successor form) Company and its Subsidiaries as filed by of the Borrower end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated certified by the chief financial statements officer or treasurer (or, if none, the chief financial Authorized Corporate Officer) 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 adjustmentsCompany;
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerCompany, a copy of the Borrower’s annual audit report on Form 10-K (or any successor form) for such Fiscal Year for the Company and its Subsidiaries, including therein consolidated balance sheets of the Company and its Subsidiaries as filed by of the Borrower with end of such Fiscal Year and consolidated statements of earnings and cash flow of the SEC Company and its Subsidiaries for such Fiscal Year, containing audited consolidated financial statements of in each case certified (without any Impermissible Qualification) in a manner acceptable to the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet Administrative Agent and profit and loss statement) and audited the Required Lenders by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingrecognized national standing or other independent public accountants acceptable to the Administrative Agent and the Required Lenders;
c. together with (c) as soon as available and in any event within 60 days after the end of each Fiscal Quarter (except the last Fiscal Quarter of each Fiscal Year) and within 90 days after the statements delivered pursuant to the foregoing clause (a) or (b)end of each Fiscal Year, a certificateCompliance Certificate, executed by the chief financial officerofficer or treasurer (or, if none, the treasurer or the corporate controller chief financial Authorized Corporate Officer) of the BorrowerCompany, 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 showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Facility Administrative Agent);
d. as soon as possible after ) compliance with the occurrence of a financial covenants set forth in Sections 6.2.2 and stating that no Default or Prepayment Eventhas occurred and is continuing or, if there is any such Default, 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 Company has taken and proposes to take with respect thereto;
e. as soon as (d) together with the Borrower becomes aware thereofinformation referred to in clause (b) above, notice a report from an Authorized Corporate Officer (i) setting forth any changes in the identity of the Company’s Subsidiaries, joint ventures or partnerships identified in Item 5.8 of the Disclosure Schedule and, in the case of new Subsidiaries, joint ventures or partnerships, describing the nature and percentage ownership interest therein of the Company and its Subsidiaries, (ii) describing any Material Litigation except change in the nature and extent of the ownership interest in any of the Company’s Subsidiaries, joint ventures or partnerships and (iii) to the extent that such Material Litigation is disclosed not previously identified, identifying the five Subsidiaries of the Company (excluding Xxxxxx Amplifiers, Inc.) having the greatest amount of Consolidated Total Tangible Assets of all Subsidiaries of the Company;
(e) together with the certificate referred to in clause (c) above, (x) the occurrence of any materially adverse development of which the Company has become aware with respect to any litigation, action, proceeding, or labor controversy described in Section 5.7, (y) the commencement of any material labor controversy, litigation, action, proceeding of which the Company has become aware, of the type described in Section 5.7, or (z) the occurrence of a Default, notice thereof and, with respect to a Default, the steps being taken by the Borrower in filings Company or the Subsidiary, as the case may be, affected with the SECrespect thereto, from an Authorized Corporate Officer;
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. (f) promptly after the sending or filing thereof, copies of all reports which the Borrower Company sends to all holders of each security issued by the Borrowerits equity securityholders, and all reports and registration statements (other than S-8 registration statements) which the Borrower Company or any of its Subsidiaries files with the SEC Securities and Exchange Commission or any national securities exchange; and;
h. (g) promptly after becoming aware of the institution of any steps by the Company, the PBGC or any ERISA Affiliate to terminate any Pension Plan, 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 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Company furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Company of any material liability, fine or penalty, or any material increase in the contingent liability of the Company with respect to any post-retirement Welfare Plan benefit, notice thereof and copies of all documentation relating thereto;
(h) within five days of any purchase of any “margin stock” as defined in Regulation U of the FRB, a written report in the form set forth as Exhibit J hereto of the amount and type of any margin stock so purchased;
(i) as soon as available and in any event within five days after the effective date thereof, a written report of any written amendment of or waiver with respect to the Senior Note Agreements or the Subordinated Note Documents, together with a copy of the relevant document(s) evidencing such amendment or waiver;
(j) such other information respecting the condition or operations, financial or otherwise, of the Borrower Company or any of its Subsidiaries Subsidiaries, or the Company’s or any other Borrower’s compliance with this Agreement, as any Lender through the Facility Administrative Agent may from time to time reasonably request; provided that information required to be furnished ;
(k) on or before the date of any issuance of Subordinated Debt, a Compliance Certificate executed by the chief financial officer or treasurer (or, if none, the chief financial Authorized Corporate Officer) of the Company, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Facility Agent under subsections Administrative Agent) compliance, on a pro forma basis giving effect to such issuance of Subordinated Debt, with the financial covenants set forth in Section 6.2.2 and stating that no Default has occurred and is continuing, or would occur after giving effect to such issuance of Subordinated Debt, or if there is or would be any such Default, a statement setting forth details of such Default and the action which the Company has taken and/or proposes to take with respect thereto; and
(l) promptly after becoming aware of an Internal Control Event, notice thereof. The Company hereby acknowledges that (a)) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Company and its Subsidiaries hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (gx) of this Section 7.1.1 by marking Borrower Materials “PUBLIC,” the Company shall be deemed furnished to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Facility Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent when available free and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxxPlatform not designated “Public Investor.”
Appears in 1 contract
Sources: Credit Agreement (Andrew Corp)
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. (a) as soon as available and in any event within 60 sixty (60) days after the end of each of the first three (3) 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. (b) as soon as available and in any event within 120 one hundred and twenty (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. (c) together with each of the statements delivered pursuant to the foregoing clause paragraph (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 Year, compliance with the covenants set forth in Section 7.2.4 Clause 9.4 (Financial Condition) (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 after the sending or filing thereof, copies of all reports which the Borrower sends to all holders of each security issued by the Borrower, and all registration statements which the Borrower or any of its Subsidiaries files with the SEC or any national securities exchange; and
h. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Facility Agent may from time to time reasonably request; provided that information required to be furnished to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 shall be deemed furnished to the Facility Agent when available free of charge on the Borrower’s website at xxxx://xxx.xxxxxxxxxxx.xxx or the SEC’s website at xxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Information, Reports, Notices, etc. The Borrower Company will furnish, or will cause to be furnished, to furnish each Lender and the Facility Administrative Agent (with sufficient copies for distribution to each Lender) of the following financial statements, reports, notices and information:
a. (a) as soon as available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, an unaudited consolidated balance sheet of the Borrower, a copy Company and its Subsidiaries as of the Borrower’s report on Form 10-Q (or any successor form) as filed by end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower Company and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SEC for end of such Fiscal Quarter, containing unaudited consolidated 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 statements or accounting Authorized Officer of the Borrower for such Fiscal Quarter Company (including a balance sheet and profit and loss statement) prepared in accordance with GAAP, subject to normal year-end audit adjustments);
b. (b) as soon as available and in any event within 120 90 days after the end of each Fiscal Year of the BorrowerYear, a copy of the Borrower’s annual report on Form 10-K (or any successor form) as filed by consolidated balance sheet of the Borrower with Company and its Subsidiaries, and the SEC related consolidated statements of income and cash flow of the Company and its Subsidiaries for such Fiscal Year, containing setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited consolidated financial statements of the Borrower for such Fiscal Year prepared in accordance with GAAP (including a balance sheet and profit and loss statementwithout any Impermissible Qualification) and audited by PricewaterhouseCoopers LLP or another firm of independent public accountants of similar standingnational standing or otherwise reasonably acceptable to the Administrative Agent;
c. together (c) concurrently with each the delivery of the statements delivered financial information pursuant to the foregoing clause clauses (a) or and (b), a certificateCompliance Certificate, executed by the chief financial officer, the treasurer or the corporate controller accounting Authorized Officer of the BorrowerCompany, showing, as (i) showing the calculation of the last day of the relevant Fiscal Quarter or Fiscal Year compliance with the financial covenants set forth in Section 7.2.4 and stating that no Default has occurred and is continuing (in reasonable detail or, if a Default has occurred and is continuing, specifying the details of such Default and the action that the Company or an Obligor has taken or proposes to take with appropriate calculations respect thereto) and computations in all respects reasonably satisfactory to (ii) stating that no Subsidiary has been formed or acquired since the Facility Agentdelivery of the last Compliance Certificate (or, if a Subsidiary has been formed or acquired since the delivery of the last Compliance Certificate, a statement that such Subsidiary has complied with Section 2.9 and Section 7.1.8);
d. (d) as soon as possible and in any event within three Business Days after the Company or any other Obligor obtains knowledge of the occurrence of a Default or Prepayment EventDefault, a statement of the chief financial officer an Authorized Officer of the Borrower Company setting forth details of such Default or Prepayment Event (as the case may be) and the action which the Borrower Company or such Obligor has taken and proposes to take with respect thereto;
e. (e) as soon as possible and in any event within three Business Days after the Borrower becomes aware thereofCompany or any other Obligor 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 of any Material Litigation except thereof and, 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 after the sending or filing thereofAgent requests, copies of all reports which documentation relating thereto;
(f) promptly upon (i) any officer of the Borrower sends Company becoming aware of the forthcoming occurrence of any ERISA Event that, alone or together with any other ERISA Event could reasonably be expected to all holders result in liability of each security issued the Company or any ERISA Affiliate in an aggregate amount exceeding $25,000,000, a statement of an Authorized Officer of the Company setting forth details as to such ERISA Event and the action, if any, that the Company proposes to take with respect thereto; or (ii) receipt by the Borrower, and all registration statements which the Borrower Company or any of its Subsidiaries files with ERISA Affiliates of notice from a Multiemployer Plan sponsor concerning an ERISA Event, such notice;
(g) promptly notify the SEC Agents and provide copies upon receipt of all material written claims, complaints, notices or inquiries relating to the condition of its facilities and properties in respect of, or as to any national securities exchangenon-compliance with, Environmental Laws, or otherwise brought pursuant to Environmental Law, which non-compliance would reasonably be expected to result in a Material Adverse Effect.
(h) all Patriot Act Disclosures, to the extent reasonably requested by the Administrative Agent;
(i) as soon as available and upon board approval or such other corporate approval, deliver to the Administrative Agent a detailed annual business plan and consolidated budget for the following Fiscal Year (including the Fiscal Year in which the Stated Term Maturity Date occurs) on a quarterly basis; and
h. (j) such other financial and other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender or Issuer through the Facility Administrative Agent may from time to time reasonably request; request (including information and reports in such detail as the Administrative Agent may request with respect to the terms of and information provided that information pursuant to the Compliance Certificate). Documents required to be furnished delivered pursuant to the Facility Agent under subsections (a), (b) and (g) of this Section 7.1.1 (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 furnished to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto, on the Company’s website; or (ii) on which such documents are transmitted by electronic mail to the Facility Administrative Agent; provided, that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent when available free of charge on the Borrower’s website posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; provided, further, that the Company shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender upon its request (which may be at xxxx://xxx.xxxxxxxxxxx.xxx the request of a Lender) to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the SEC’s website at xxxx://xxx.xxx.xxxAdministrative Agent and maintaining its copies of such documents.
Appears in 1 contract
Sources: Credit Agreement (Ferro Corp)