Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lenders: (a) Promptly after preparation, and no later than 90 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, and for the year ended on, such day, accompanied by: (i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies; (ii) any management letter prepared by such accounting firm; (iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof; (iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and (v) a Compliance Certificate with respect to such Financial Statements. (b) Promptly after preparation, and no later than 45 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Worldcom Inc /Ga/)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent (with sufficient copies for delivery to Facility B Lenders:each Lender):
(a) Promptly after preparation, and no later than 90 one hundred (100) days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS of Borrower and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) Affiliates as of, and for the year ended on, such that last day, accompanied by:
(i) the unqualified opinion of a the firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or another firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of the Borrower and its Consolidated CompaniesAffiliates;
(ii) any management letter prepared by such the accounting firmfirm delivered in connection with its audit;
(iii) a certificate from such the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed Compliance Certificate with respect to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such the Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(v) a Compliance Certificate certificate listing the Properties in the Pool and Operating Sub-Pool, together with respect to such Financial Statementsa computation in reasonable detail of the Historical Values and the Required Level and showing Borrower's compliance with Sections 7.15 and 8.14.
(b) Promptly after preparation, and no later than 45 fifty (50) days after the last day of each fiscal quarter (except the last) of Borrower Borrower, (other than the fourth fiscal quarter of each fiscal year), i) Financial Statements showing the consolidated financial condition and results of operations calculated of Borrower and its Consolidated Affiliates for the fiscal quarter and for the period from the beginning of the current fiscal year to the last day of the fiscal quarter, (ii) a Compliance Certificate with respect to the Financial Statements, and (iii) a certificate listing the Properties in the Pool and Operating Sub-Pool, together with a computation in reasonable detail of the Historical Values and the Required Level and showing Borrower's compliance with Sections 7.15 and 8.14.
(c) Promptly after receipt, a copy of each interim or special audit report and management letter issued by independent accountants with respect to Borrower or any of its Consolidated Companies Affiliates or its financial records.
(and calculated separately for d) Notice, promptly after a Responsible Officer of Borrower knows of (i) MFS the existence and status of any Litigation that, if determined adversely to Borrower or any of its Subsidiaries on Consolidated Affiliates, could reasonably be expected to result in a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted SubsidiariesMaterial Adverse Event, and (ii) for any fiscal year change in any material fact or circumstance represented or warranted by Borrower or any of its Consolidated Affiliates in any Loan Document, (iii) the receipt by Borrower or any of its Consolidated Affiliates of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or collectively with other violations or allegations could reasonably be expected to result in a Material Adverse Event), or (iv) a Default or Potential Default, specifying the nature thereof and what action Borrower has taken, is taking, or proposes to take.
(e) Promptly after filing, true, correct, and complete copies of all material reports or filings filed by or on behalf of Borrower or any of its Consolidated Affiliates with any Tribunal (including copies of each Form 10-K, Form 10-Q, and Form S-8 filed by or on behalf of Borrower or any of its Consolidated Affiliates with the Securities and Exchange Commission).
(f) Promptly after the mailing or delivery thereof, copies of all material reports or other information from Borrower to its shareholders.
(g) Promptly upon the consummation thereof, a description in which either reasonable detail of any acquisition of material assets other than investments in industrial Properties.
(Ah) the Operating Cash Flow Promptly upon any Change in Control of the Unrestricted Subsidiaries is greater than 7.5% outstanding capital stock of total Operating Cash Flow Borrower, notice of such event together with a description of the Consolidatedtransaction giving rise thereto and a list of all shareholders of Borrower after giving effect thereto.
(i) Promptly upon written request by Agent and to the extent available after reasonable inquiry by Borrower, a list of all major shareholders of Borrower.
Appears in 1 contract
Sources: Credit Agreement (Security Capital Industrial Trust)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lenders:
(a) Promptly after preparation, and no later than 90 120 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS Borrower and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, and for the year ended on, on such day, accompanied by:
(i) the The unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated CompaniesBorrower and its Subsidiaries) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated CompaniesBorrower and its Subsidiaries;
(ii) any management letter prepared by such accounting firm;
(iii) a A certificate from such accounting firm addressed to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(viii) With respect to the Financial Statements of Borrower and its Subsidiaries, a Compliance Certificate with respect to such Financial StatementsCertificate.
(b) Promptly after preparation, and no later than 45 days after the last day of each of the first three fiscal quarter quarters in each fiscal year of Borrower (other and no later than 60 days after the last day of the fourth fiscal quarter of in each fiscal year)year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidatedoperations
Appears in 1 contract
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lenders:
(a) Promptly after preparation, and no later than 90 110 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower or in which either (A) lieu thereof the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow Form 10-K of the Consolidated Companies, or (B) Companies filed with the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, Securities and Exchange Commission for the year ended on, such dayfiscal year), accompanied by:
(i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(viii) a Compliance Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 65 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (or in lieu thereof the Form 10-Q of the Consolidated Companies filed with the Securities and calculated separately Exchange Commission for such fiscal quarter), accompanied by a Compliance Certificate with respect to such Financial Statements.
(c) Notice, promptly after Borrower knows or has reason to know of (i) MFS the existence and its Subsidiaries on status of any Litigation which could be a consolidated basis Material Adverse Event, or of any order or judgment for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesthe payment of money which (individually or collectively) is in excess of $100,000,000, and or any warrant of attachment, sequestration or similar proceeding against a Consolidated Company's assets having a value (individually or collectively) of $100,000,000; (ii) for any fiscal year other Litigation affecting the Restricted Companies which Borrower would be required to report to the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, within four Business Days after reporting the same to the Securities and Exchange Commission; (iii) a Default or Potential Default, specifying the nature thereof and what action Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidatedor any other Consolidated Company has taken, AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT
Appears in 1 contract
Sources: 364 Day Revolving Credit and Term Loan Agreement (Mci Worldcom Inc)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lenders:
(a) Promptly after preparation, and no later than 90 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its with respect to the Unrestricted Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) designated from time to time pursuant to SECTION 7.27 for any fiscal year of Borrower in which either (Ai) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (Bii) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, and for the year ended on, such day, accompanied by:
(i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(v) a Compliance Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its with respect to the Unrestricted Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) designated from time to time pursuant to SECTION 7.27 for any fiscal year of Borrower in which either (Ai) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the ConsolidatedConsolidated Companies, or (ii) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies) for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by a Compliance Certificate with respect to such Financial Statements.
(c) On or prior to March 31 of each fiscal year of Borrower, the financial budget for such fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that such budget was prepared by Borrower based on assumptions which, in light of the historical performance of the Restricted Companies and their prospects for the future, are realistic and achievable.
(d) Notice, promptly after Borrower knows or has reason to know of (i) the existence and status of any Litigation against any Consolidated Company which could be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $100,000,000, or any warrant of attachment, sequestration or similar proceeding against a Consolidated Company's assets having a value (individually or collectively) of $100,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Paper, (iii) a Default or Potential Default, specifying the nature thereof and what action Borrower or any other Consolidated Company has taken, is taking, or proposes to take with respect thereto, (iv) the receipt by any Consolidated Company of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by the FCC or any applicable PUC, or any other Authorization which any Consolidated Company is required to hold in order to operate its business in compliance with all applicable Laws, other than such expirations, terminations, suspensions, or modifications which individually or in the aggregate would not constitute a Material Adverse Event, (v) any federal, state, or local statute, regulation, or ordinance or judicial or administrative order limiting or controlling the operations of any Consolidated Company which has been issued or adopted hereafter and which is of material adverse importance or effect in relation to the operation of any Consolidated Company, (vi) the receipt by any Consolidated Company of notice of any violation or alleged violation of any Environmental Law, which violation or alleged violation could individually or collectively with other such violations or allegations, constitute a Material Adverse Event, or (vii) (A) the occurrence of a Reportable Event that, alone or together with any other
Appears in 1 contract
Sources: 364 Day Revolving Credit and Term Loan Agreement (Worldcom Inc /Ga/)
Items to be Furnished. Borrower ProLogis shall cause the following to be furnished to Administrative Agent (with sufficient copies for delivery to Facility B Lenders:each Lender):
(a) Promptly after preparation, and no later than 90 one hundred (100) days after the last day of each fiscal year of BorrowerProLogis, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) Companies as of, and for the year ended on, such that last day, accompanied by:
(i) the unqualified opinion of a the firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or another firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such the accounting firmfirm delivered in connection with its audit;
(iii) a certificate from such the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(viv) a Compliance Certificate with respect to such the Financial Statements.
(b) Promptly after preparation, and no later than 45 fifty (50) days after the last day of each fiscal quarter (except the last) of Borrower ProLogis, (other than the fourth fiscal quarter of each fiscal year), i) Financial Statements showing the consolidated financial condition and results of operations calculated of the Companies for the Consolidated Companies (fiscal quarter and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesthe period from the beginning of the current fiscal year to the last day of the fiscal quarter, and (ii) for a Compliance Certificate with respect to the Financial Statements.
(c) Promptly after receipt, a copy of each interim or special audit report and management letter issued by independent accountants with respect to any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the ConsolidatedCompany or its financial records.
Appears in 1 contract
Sources: Credit Agreement (Prologis Trust)
Items to be Furnished. Borrower shall cause the following to be --------------------- furnished to Administrative Agent for delivery to Facility B Lenderseach Lender:
(a) With respect to each fiscal year of the Companies:
(i) Promptly after preparation, unaudited Financial Statements showing the consolidated financial condition and results of operations of the Companies as of the last day of such fiscal year and for such fiscal year, accompanied by a Compliance Certificate with respect to such Financial Statements (for purposes of adjusting the Applicable Margin and the Applicable Percentage in accordance with the definitions of such terms); and
(ii) Promptly after preparation, and no later than 90 120 days after the last day of each fiscal year of Borrowerthe Companies, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) Companies as of, and for the year ended on, such that last day, accompanied by:
: (iA) the unqualified opinion of a firm of nationally-nationally- recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of the Consolidated Companies;
, (iiB) any management letter prepared by such the accounting firm;
firm delivered in connection with its audit, (iiiC) a certificate from such the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(vD) a Compliance Certificate with respect to such the Financial Statements.
(b) Promptly after preparation, and no later than 45 60 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year)Companies, Financial Statements showing the consolidated financial condition and results of operations calculated of the Companies for the Consolidated Companies fiscal quarter and for the period from the beginning of the current fiscal year to the last day of the fiscal quarter, accompanied by a Compliance Certificate with respect to the Financial Statements.
(c) Promptly after receipt, a copy of each interim or special audit report and calculated separately for management letter issued by independent accountants with respect to any Company or its financial records.
(d) Notice, promptly after any Company knows or has reason to know, of (i) MFS the existence and its Subsidiaries on status of any Litigation that, if determined adversely to any Company, would be a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted SubsidiariesMaterial Adverse Event, and (ii) for any fiscal year change in any material fact or circumstance represented or warranted by any Company in connection with any Loan Paper, (iii) the receipt by any Company of Borrower notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Event), or (iv) a Default or Potential Default, specifying the nature thereof and what action the Companies have taken, are taking, or propose to take.
(e) Promptly after filing, copies of all material reports or filings filed by or on behalf of any Company with any securities exchange or the Securities and Exchange Commission (including, without limitation, copies of each Form 10-K, Form 10-Q and Form S-8 filed by or on behalf of VRI with the Securities and Exchange Commission within 15 days after filing).
(f) Promptly upon reasonable request by Agent or Required Lenders (through Agent), information (not otherwise required to be furnished under the Loan Papers) respecting the business affairs, assets and liabilities of the Companies (including, but not limited to, seasonal operating statistics, annual budgets, etc.) and opinions, certifications and documents in addition to those mentioned in this Agreement; provided, however, that Agent and Lenders shall not disclose to any third Person any data or information obtained thereby in accordance with the provisions of this paragraph (f), except (i) with the prior written consent of the appropriate Company, (ii) to the extent necessary to comply with Law or the ruling of any Tribunal in which either event, Agent and/or such Lenders shall notify the appropriate Company as promptly as practicable (Aand, if possible, prior to making such disclosure) the Operating Cash Flow and shall seek confidential treatment of the Unrestricted Subsidiaries information desired, (iii) at the request of any banking or other regulatory authority, or (iv) to their respective Representatives to the extent such disclosure is greater than 7.5% of total Operating Cash Flow of necessary in connection with the Consolidatedtransactions contemplated by the Loan Papers.
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lenders:
(a) Promptly after preparation, and no later than 90 110 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower or in which either (A) lieu thereof the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow Form 10-K of the Consolidated Companies, or (B) Companies filed with the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, Securities and Exchange Commission for the year ended on, such dayfiscal year), accompanied by:
(i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(viii) a Compliance Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 65 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (or in lieu thereof the Form 10-Q of the Consolidated Companies filed with the Securities and calculated separately Exchange Commission for such fiscal quarter), accompanied by a Compliance Certificate with respect to such Financial Statements.
(c) Notice, promptly after Borrower knows or has reason to know of (i) MFS the existence and its Subsidiaries on status of any Litigation which could be a consolidated basis Material Adverse Event, or of any order or judgment for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesthe payment of money which (individually or collectively) is in excess of $100,000,000, and or any warrant of attachment, sequestration or similar proceeding against a Consolidated Company's assets having a value (individually or collectively) of $100,000,000; (ii) for any fiscal year other Litigation affecting the Restricted Companies which Borrower would be required to report to the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, within four Business Days after reporting the same to the Securities and Exchange Commission; (iii) a Default or Potential Default, specifying the nature thereof and what action Borrower or any other Consolidated Company has taken, is taking, or proposes to take with respect thereto; (iv) the receipt by any Consolidated Company of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by the FCC or any applicable PUC, or any other Authorization which any Consolidated Company is required to hold in order to operate its business in compliance with all applicable Laws, other than such expirations, terminations, suspensions, or modifications which either individually or in the aggregate would not constitute a Material Adverse Event; (v) a default or event of default under any material agreement of any Restricted Company which could be a Material Adverse Event; (vi) the receipt by any Consolidated Company of notice of any violation or alleged violation of any Environmental Law, which violation or alleged violation could individually or collectively with other such violations or allegations, constitute a Material Adverse Event; or (vii) (A) the Operating Cash Flow occurrence of a Reportable Event that, alone or together with any other Reportable Event, could reasonably be expected to result in liability of Borrower to the PBGC in an aggregate amount exceeding $100,000,000; (B) any expressed statement in writing on the part of the Unrestricted Subsidiaries is greater than 7.5% PBGC of total Operating Cash Flow of the Consolidatedits intention to terminate any Employee Plan or Plans;
Appears in 1 contract
Items to be Furnished. Borrower shall cause the following to be --------------------- furnished to Administrative Agent for delivery to Facility B Lenderseach Lender:
(a) With respect to each fiscal year of the Companies:
(i) Promptly after preparation, unaudited Financial Statements showing the consolidated financial condition and results of operations of the Companies as of the last day of such fiscal year and for such fiscal year, accompanied by a Compliance Certificate with respect to such Financial Statements (for purposes of adjusting the Applicable Margin and the Applicable Percentage in accordance with the definitions of such terms); and
(ii) Promptly after preparation, and no later than 90 120 days after the last day of each fiscal year of Borrowerthe Companies, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) Companies as of, and for the year ended on, such that last day, accompanied by:
: (iA) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of the Consolidated Companies;
, (iiB) any management letter prepared by such the accounting firm;
firm delivered in connection with its audit, (iiiC) a certificate from such the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(vD) a Compliance Certificate with respect to such the Financial Statements.
(b) Promptly after preparation, and no later than 45 60 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year)Companies, Financial Statements showing the consolidated financial condition and results of operations calculated of the Companies for the Consolidated Companies fiscal quarter and for the period from the beginning of the current fiscal year to the last day of the fiscal quarter, accompanied by a Compliance Certificate with respect to the Financial Statements.
(c) Promptly after receipt, a copy of each interim or special audit report and calculated separately for management letter issued by independent accountants with respect to any Company or its financial records.
(d) Notice, promptly after any Company knows or has reason to know, of (i) MFS the existence and its Subsidiaries on status of any Litigation that, if determined adversely to any Company, would be a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted SubsidiariesMaterial Adverse Event, and (ii) for any fiscal year change in any material fact or circumstance represented or warranted by any Company in connection with any Loan Paper, (iii) the receipt by any Company of Borrower notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Event), or (iv) a Default or Potential Default, specifying the nature thereof and what action the Companies have taken, are taking, or propose to take.
(e) Promptly after filing, copies of all material reports or filings filed by or on behalf of any Company with any securities exchange or the Securities and Exchange Commission (including, without limitation, copies of each Form 10-K, Form 10-Q and Form S-8 filed by or on behalf of VRI with the Securities and Exchange Commission within 15 days after filing).
(f) Promptly upon reasonable request by Agent or Required Lenders (through Agent), information (not otherwise required to be furnished under the Loan Papers) respecting the business affairs, assets and liabilities of the Companies (including, but not limited to, seasonal operating statistics, annual budgets, etc.) and opinions, certifications and documents in addition to those mentioned in this Agreement; provided, however, that Agent and Lenders shall not disclose to any third Person any data or information obtained thereby in accordance with the provisions of this paragraph (f), except (i) with the prior written consent of the appropriate Company, (ii) to the extent necessary to comply with Law or the ruling of any Tribunal in which either event, Agent and/or such Lenders shall notify the appropriate Company as promptly as practicable (Aand, if possible, prior to making such disclosure) the Operating Cash Flow and shall seek confidential treatment of the Unrestricted Subsidiaries information desired, (iii) at the request of any banking or other regulatory authority, or (iv) to their respective Representatives to the extent such disclosure is greater than 7.5% of total Operating Cash Flow of necessary in connection with the Consolidatedtransactions contemplated by the Loan Papers.
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B A Lenders:
(a) Promptly after preparation, and no later than 90 110 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower or in which either (A) lieu thereof the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow Form 10-K of the Consolidated Companies, or (B) Companies filed with the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, Securities and Exchange Commission for the year ended on, such dayfiscal year), accompanied by:
(i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 44 50 that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(viii) a Compliance Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 65 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (or in lieu thereof the Form 10-Q of the Consolidated Companies filed with the Securities and calculated separately Exchange Commission for such fiscal quarter), accompanied by a Compliance Certificate with respect to such Financial Statements.
(c) Notice, promptly after Borrower knows or has reason to know of (i) MFS the existence and its Subsidiaries on status of any Litigation which could be a consolidated basis Material Adverse Event, or of any order or judgment for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesthe payment of money which (individually or collectively) is in excess of $100,000,000, and or any warrant of attachment, sequestration or similar proceeding against a Consolidated Company's assets having a value (individually or collectively) of $100,000,000; (ii) for any fiscal year other Litigation affecting the Restricted Companies which Borrower would be required to report to the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, within four Business Days after reporting the same to the Securities and Exchange Commission; (iii) a Default or Potential Default, specifying the nature thereof and what action Borrower or any other Consolidated Company has taken, is taking, or proposes to take with respect thereto; (iv) the receipt by any Consolidated Company of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by the FCC or any applicable PUC, or any other Authorization which any Consolidated Company is required to hold in order to operate its business in compliance with all applicable Laws, other than such expirations, terminations, suspensions, or modifications which either individually or in the aggregate would not constitute a Material Adverse Event; (v) a default or event of default under any material agreement of any Restricted Company which could be a Material Adverse Event; (vi) the receipt by any Consolidated Company of notice of any violation or alleged violation of any Environmental Law, which violation or alleged violation could individually or collectively with other such violations or allegations, constitute a Material Adverse Event; or (vii) (A) the Operating Cash Flow occurrence of a Reportable Event that, alone or together with any other Reportable Event, could reasonably be expected to result in liability of Borrower to the PBGC in an aggregate amount exceeding $100,000,000; (B) any expressed statement in writing on the part of the Unrestricted Subsidiaries is greater than 7.5% PBGC of total Operating Cash Flow of the Consolidatedits intention to terminate any Employee Plan or Plans;
Appears in 1 contract
Sources: Facility a Revolving Credit Agreement (Worldcom Inc /Ga/)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent (with sufficient copies for delivery to Facility B Lenders:each Lender):
(aA) Promptly after preparation, and no later than 90 one hundred (100) days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS of Borrower and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) Affiliates as of, and for the year ended on, such that last day, accompanied by:
(iI) the unqualified opinion of a the firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or another firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of the Borrower and its Consolidated CompaniesAffiliates;
(iiII) any management letter prepared by such the accounting firmfirm delivered in connection with its audit;
(iiiIII) a certificate from such the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(vIV) a Compliance Certificate with respect to such the Financial Statements; and
(V) a certificate listing the Properties in the Pool and Operating Sub-Pool, together with a computation in reasonable detail of the Historical Values and the Required Level and showing Borrower's compliance with SECTIONS 7.15 and 8.14.
(bB) Promptly after preparation, and no later than 45 fifty (50) days after the last day of each fiscal quarter (except the last) of Borrower Borrower, (other than the fourth fiscal quarter of each fiscal year), i) Financial Statements showing the consolidated financial condition and results of operations calculated of Borrower and its Consolidated Affiliates for the fiscal quarter and for the period from the beginning of the current fiscal year to the last day of the fiscal quarter, (ii) a Compliance Certificate with respect to the Financial Statements, and (iii) a certificate listing the Properties in the Pool and Operating Sub-Pool, together with a computation in reasonable detail of the Historical Values and the Required Level and showing Borrower's compliance with SECTIONS 7.15 and 8.14.
(C) Promptly after receipt, a copy of each interim or special audit report and management letter issued by independent accountants with respect to Borrower or any of its Consolidated Companies Affiliates or its financial records.
(and calculated separately for D) Notice, promptly after a Responsible Officer of Borrower knows of (i) MFS the existence and status of any Litigation that, if determined adversely to Borrower or any of its Subsidiaries on Consolidated Affiliates, could reasonably be expected to result in a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted SubsidiariesMaterial Adverse Event, and (ii) for any fiscal year change in any material fact or circumstance represented or warranted by Borrower or any of its Consolidated Affiliates in any Loan Document, (iii) the receipt by Borrower or any of its Consolidated Affiliates of notice of any violation or alleged violation of any Applicable Pension Legislation or any Environmental Law (which individually or collectively with other violations or allegations could reasonably be expected to result in a Material Adverse Event), or (iv) a Default or Potential Default, specifying the nature thereof and what action Borrower has taken, is taking, or proposes to take.
(E) Promptly after filing, true, correct, and complete copies of all material reports or filings filed by or on behalf of Borrower or any of its Consolidated Affiliates with any Tribunal (including copies of each Form 10-K, Form 10-Q, and Form S-8 filed by or on behalf of Borrower or any of its Consolidated Affiliates with the Securities and Exchange Commission).
(F) Promptly after the mailing or delivery thereof, copies of all material reports or other information from Borrower to its shareholders.
(G) Promptly upon the consummation thereof, a description in which either reasonable detail of any acquisition of material assets other than investments in industrial Properties.
(AH) the Operating Cash Flow Promptly upon any Change in Control, notice of such event together with a description of the Unrestricted Subsidiaries is greater than 7.5% transaction giving rise thereto and a list of total Operating Cash Flow all shareholders of Borrower after giving effect thereto.
(I) Promptly upon written request by Administrative Agent and to the Consolidatedextent available after reasonable inquiry by Borrower, a list of all major shareholders of Borrower.
Appears in 1 contract
Sources: Credit Agreement (Prologis Trust)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lenders:
(a) Promptly after preparation, and no later than 90 110 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower or in which either (A) lieu thereof the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow FORM 10-K of the Consolidated Companies, or (B) Companies filed with the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, Securities and Exchange Commission for the year ended on, such dayfiscal year), accompanied by:
(i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(viii) a Compliance Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 65 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (or in lieu thereof the FORM 10-Q of the Consolidated Companies filed with the Securities and calculated separately Exchange Commission for such fiscal quarter), accompanied by a Compliance Certificate with respect to such Financial Statements.
(c) Notice, promptly after Borrower knows or has reason to know of (i) MFS the existence and its Subsidiaries on status of any Litigation which could be a consolidated basis Material Adverse Event, or of any order or judgment for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesthe payment of money which (individually or collectively) is in excess of $100,000,000, and (ii) for or any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated40 REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lenders:
(a) Promptly after preparation, and no later than 90 110 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower or in which either (A) lieu thereof the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow FORM 10-K of the Consolidated Companies, or (B) Companies filed with the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, Securities and Exchange Commission for the year ended on, such dayfiscal year), accompanied by:
(i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(viii) a Compliance Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 65 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (or in lieu thereof the FORM 10-Q of the Consolidated Companies filed with the Securities and calculated separately Exchange Commission for such fiscal quarter), accompanied by a Compliance Certificate with respect to such Financial Statements.
(c) Notice, promptly after Borrower knows or has reason to know of (i) MFS the existence and its Subsidiaries on status of any Litigation which could be a consolidated basis Material Adverse Event, or of any order or judgment for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesthe payment of money which (individually or collectively) is in excess of $100,000,000, and (ii) for or any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated364-DAY REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Worldcom Inc/ga//)
Items to be Furnished. Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B A Lenders:
(a) Promptly after preparation, and no later than 90 days after the last day of each fiscal year of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) as of, and for the year ended on, such day, accompanied by:
(i) the unqualified opinion of a firm of nationally-recognized independent certified public accountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
(ii) any management letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B A Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B A Lenders to so rely; and
(v) a Compliance Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter of each fiscal year), Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated
Appears in 1 contract
Items to be Furnished. The Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lendersthe Agent:
(a) Promptly after preparation, and no later than 90 120 days after the last day of each fiscal year of the Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) Companies as of, and for the year ended on, such last day, accompanied by:
by (i) the unqualified opinion of a KPMG Peat Marwick LLP (or another firm of nationally-recognized independent certified public accountantsaccountants reasonably acceptable to Majority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
Companies (ii) any management and such accountants shall indicate in a letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating the Agent, that during its their audit it obtained no knowledge of any Default or Potential Event of Default not already reported was discovered or, if it obtained such knowledgeDefault or Event of Default was discovered, the nature and period of existence thereof;
) and (ivii) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(v) a Compliance Report Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 60 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter first three quarters of each fiscal year)year of the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations calculated of the Companies as of, and for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesperiod from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements.
(c) Promptly after preparation (and no later than the later of 15 days (a) after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of all regular and periodic reports, statements, documents, plans, and other written communications furnished by or on behalf of any Company to stockholders or to the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the Borrower's outstanding shares of common stock shall be required to be furnished unless specifically requested by the Agent.
(d) Promptly upon receipt thereof, copies of any notices received from any Tribunal (including, without limitation, state regulatory agencies) relating to the possible violation or violation of any Law which might adversely affect the material franchises, permits, or rights for the operation of the business of any fiscal year of Company.
(e) Notice, promptly after the Borrower in which either knows or has reason to know of, (Ai) the Operating Cash Flow existence of any Material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Paper, or (iii) a Default or Event of Default, specifying the Unrestricted Subsidiaries nature thereof and what action the Borrower or any other Company has taken, is greater than 7.5% taking, or proposes to take with respect thereto.
(f) Notice, promptly after the Borrower knows or has reason to know of, a Subsidiary Encumbrance, as defined in Section 5.25(c).
(g) Promptly upon the Agent's reasonable request, such information (not otherwise required to be furnished under the Loan Papers) respecting the business affairs, assets, and liabilities of total Operating Cash Flow of the Consolidatedany Company, and any opinions, certifications, and documents, in addition to those mentioned herein.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Century Telephone Enterprises Inc)
Items to be Furnished. The Borrower shall cause the following to be furnished to Administrative Agent for delivery to Facility B Lendersthe Agent:
(a) Promptly after preparation, and no later than 90 120 days after the last day of each fiscal year of the Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiaries, and (ii) for any fiscal year of Borrower in which either (A) the Operating Cash Flow of the Unrestricted Subsidiaries is greater than 7.5% of total Operating Cash Flow of the Consolidated Companies, or (B) the value of the assets (determined in accordance with GAAP) of the Unrestricted Subsidiaries (excluding the Receivables Subsidiary) is greater than 7.5% of the aggregate value of all assets (determined in accordance with GAAP) of the Consolidated Companies, each other Unrestricted Subsidiary designated from time to time pursuant to SECTION 7.27) Companies as of, and for the year ended on, such last day, accompanied by:
by (i) the unqualified opinion of a KPMG Peat Marwick Main (or another firm of nationally-recognized independent certified public accountantsaccountants reasonably acceptable to Majority Banks), based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Consolidated Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of the Consolidated Companies;
Companies (ii) any management and such accountants shall indicate in a letter prepared by such accounting firm;
(iii) a certificate from such accounting firm to Administrative Agent indicating the Agent, that during its their audit it obtained no knowledge of any Default or Potential Event of Default not already reported was discovered or, if it obtained such knowledgeDefault or Event of Default was discovered, the nature and period of existence thereof;
) and (ivii) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Facility B Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Facility B Lenders to so rely; and
(v) a Compliance Report Certificate with respect to such Financial Statements.
(b) Promptly after preparation, and no later than 45 60 days after the last day of each fiscal quarter of Borrower (other than the fourth fiscal quarter first three quarters of each fiscal year)year of the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations calculated of the Companies as of, and for the Consolidated Companies (and calculated separately for (i) MFS and its Subsidiaries on a consolidated basis for so long as MFS and its Subsidiaries are Unrestricted Subsidiariesperiod from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements.
(c) Promptly after preparation (and no later than the later of 15 days (a) after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of all regular and periodic reports, statements, documents, plans, and other written communications furnished by or on behalf of any Company to stockholders or to the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the Borrower's outstanding shares of common stock shall be required to be furnished unless specifically requested by the Agent.
(d) Promptly upon receipt thereof, copies of any notices received from any Tribunal (including, without limitation, state regulatory agencies) relating to the possible violation or violation of any Law which might materially and adversely affect the franchises, permits, or rights for the operation of the business of any fiscal year of Company.
(e) Notice, promptly after the Borrower in which either knows or has reason to know of, (Ai) the Operating Cash Flow existence of any Material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Paper, or (iii) a Default or Event of Default, specifying the Unrestricted Subsidiaries nature thereof and what action the Borrower or any other Company has taken, is greater than 7.5% taking, or proposes to take with respect thereto.
(f) Promptly upon the Agent's reasonable request, such information (not otherwise required to be furnished under the Loan Papers) respecting the business affairs, assets, and liabilities of total Operating Cash Flow of the Consolidatedany Company, and any opinions, certifications, and documents, in addition to those mentioned herein.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Century Telephone Enterprises Inc)