Financial Statements, Reports, etc Sample Clauses
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Financial Statements, Reports, etc. Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):
(a) within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2016), a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be accompanied by customary management’s discussion and analysis and audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein);
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending June 30, 2016), a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and, starting with the fiscal quarter ending September 30, 2016, setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detai...
Financial Statements, Reports, etc. In the case of Holdings, furnish to the Administrative Agent (which shall furnish such statements, certificates or other documents received pursuant to this Section 5.04 to each Lender and Issuing Bank):
(a) within 90 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such consolidated subsidiaries for such year, together with comparative figures for the immediately preceding fiscal year, all audited by KPMG LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified as to the scope of such audit or as to “going concern”) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of Holdings and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such consolidated subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material respects the financial condition and results of operations of Holdings and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of a Financial Officer (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Adminis...
Financial Statements, Reports, etc. The Borrower shall deliver to the Administrative Agent on behalf of the Lenders:
(a) within ninety (90) days after the end of each fiscal year, Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, such consolidated financial statements of Parent to be audited for Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (which opinion shall be unqualified as to scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via ▇▇▇▇▇ or any similar successor system;
(b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, each certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition and results of operations of Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if Parent shall have filed with the SEC its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via ▇▇▇▇▇ or any similar successor system;
(c) within the time period under Section 5.01(a), a certificate of a Responsible Officer of the Borrower certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such an Event of Default has occurred and is continuing, specifying the nature and extent thereof and any co...
Financial Statements, Reports, etc. Furnish to the Purchaser:
(a) as soon as available, but not later than 90 days (60 days for a preliminary copy of such statements) after the end of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such subsidiaries during such year, all audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied;
(b) as soon as available, but not later than 45 days (30 days for a preliminary copy of such statements) after the end of each of the first three fiscal quarters of each Fiscal Year, the consolidated and consolidating balance sheets and statements of operations, stockholders' equity and cash flows, showing the financial condition of the Company and its consolidated subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Fiscal Year, all certified by one of its Responsible Officers as fairly presenting the financial condition and results of operations of the Company on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;
(c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a) above) or Responsible Officer of the Company (in the case of paragraph (b) above) certifying that no Event of Default or Potential Event of Default has occurred or, if such an Event of Default or Potential Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;
(d) within five (5) Business Days after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company with the Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functio...
Financial Statements, Reports, etc. Each Borrower and Guarantor will furnish, or shall cause each of the Affiliates specifically enumerated hereafter to furnish, to the Administrative Agent (in form and substance reasonably acceptable to the Administrative Agent), either physically or through electronic delivery, and the Administrative Agent will promptly furnish to each Lender, the following:
(a) Within:
(i) ninety (90) days after the end of each Fiscal Year with respect to CHC,
(ii) one hundred five (105) days after the end of each Fiscal Year with respect to EIT (if and to the extent that EIT prepares such financial statements), EIT II (if and to the extent that EIT II prepares such financial statements), CMC and CMP,
(iii) one hundred twenty (120) days after the end of each Fiscal Year with respect to each Centerline-Sponsored Fund, including, without limitation each guaranteed Centerline-Sponsored Fund (the “Guaranteed Funds”) but only to the extent that such financial statements of a Centerline-Sponsored Fund are delivered to any of the Centerline Group’s investors, and
(iv) one hundred twenty (120) days after the end of each Fiscal Year with respect to CFin, CFin Holdings (but only to the extent such financial statements are delivered to Natixis), Guaranteed Holdings (but only to the extent such financial statements are delivered to Merrill), and any other member of the Centerline Group (but only to the extent such financial statements are prepared in the ordinary course of such Person’s business), its consolidated balance sheet, income statement, statement of equity and cash flow statement, and, with respect to CHC, consolidating balance sheet and related statement of income showing the financial condition of each such Person and its consolidated Subsidiaries as of the close of such Fiscal Year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding Fiscal Year. The consolidating statements for CHC shall include separate figures for CCC and such statements shall be accompanied by unaudited equity statements and cash flow statements of CCC. Such balance sheets and related statements referred to above for CMC, CMP, EIT, EIT II, CFin, CFin Holdings, and Guaranteed Holdings (but in the case of EIT, EIT II, CFin, CFin Holdings, and Guaranteed Holdings only so long as required by its operating agreement or other agreements with third parties), shall be audited by Deloitte & Touche LLP or oth...
Financial Statements, Reports, etc. Furnish to the Administrative Agent and each Lender:
Financial Statements, Reports, etc. The Company shall furnish to (i) each Purchaser, for so long as such Purchaser (or Permitted Transferee (as such term is defined in the Registration Rights Agreement) shall hold any outstanding Note, (ii) each subsequent holder of at least $100,000 principal amount of the Notes and (iii) each holder of at least 25% of the issued and outstanding Conversion Shares, treating as outstanding for the purpose of such calculation the Conversion Shares issued and issuable upon conversion of all outstanding Notes:
(i) within 90 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries as of the end of such fiscal year and the related consolidated statements of income, changes in stockholders' equity and cash flow of the Company and its subsidiaries for the fiscal year then ended, together with supporting notes thereto, prepared in accordance with generally accepted accounting principles, setting forth in each case in comparative form the figures for the previous fiscal year and accompanied by a report, without a "going concern" or like qualification or exception, or qualification as to scope of audit, by a firm of independent public accountants of recognized standing selected by the Company and reasonably acceptable to the Purchasers;
(ii) commencing with the month ending March 31, 1999, within 20 days after the end of each month in each fiscal year, a consolidated balance sheet of the Company and its subsidiaries and the related consolidated statement of income, unaudited but certified by the principal financial officer of the Company, such balance sheets to be as of the end of such month and such statements of income to be for such month and for the period from the beginning of the fiscal year to the end of such month, in each case subject to normal year-end adjustments and setting forth in each case in comparative form the figures for the previous year;
(iii) together with the financial statements delivered pursuant to Sections 5.02(i) and 5.02(ii) above, a statement signed by the chief financial officer of the Company setting forth in reasonable detail (A) with respect to the audited financial statements of the Company, the computations of compliance with the provisions of Sections 11(k) and 11(l) of the Notes as at the end of and for, in each case, the fiscal year to which such financial statements relates; and (B) with respect to the unaudited monthly financial statements of the Company to be delive...
Financial Statements, Reports, etc. Guarantor shall deliver (or cause to be delivered) to Buyer:
(a) as soon as available and in any event within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year of Guarantor, the unaudited balance sheet and income statement of Guarantor, which shall incorporate its consolidated Subsidiaries (including Pledgor and Seller), as at the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by an Officer’s Certificate of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(b) as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Guarantor:
(i) the unaudited, balance sheet and income statement of Guarantor, which shall incorporate its consolidated Subsidiaries as at the end of such fiscal year , accompanied by an Officer’s Certificate of Guarantor, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period;
(ii) the combined, consolidated balance sheet and statement of equity of REIT, which shall incorporate its consolidated Subsidiaries, as at the end of such fiscal year and the related combined, consolidated statements of operations and of cash flows for REIT, which shall incorporate its consolidated Subsidiaries, for such year, accompanied by an opinion thereon of Deloitte Consulting LLP or other independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said combined, consolidated financial statements fairly present the combined, consolidated financial condition and results of operations of REIT and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP;
Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent, which shall furnish to each Lender:
(a) within 120 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by UHY LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under paragraph (a) or (b) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the...
Financial Statements, Reports, etc. In the case of the ----------------------------------- Borrowers, furnish to the Administrative Agent (with sufficient copies for each Lender) for distribution to the Lenders:
(a) as soon as available and in any event within 120 days after the end of each fiscal year, a copy of the reports filed by each of JCPenney and Funding with the SEC on Form 10-K in respect of such fiscal year, accompanied by JCPenney's annual report in respect of such fiscal year or, if either of JCPenney or Funding is not required to file such a report in respect of such fiscal year, the consolidated balance sheets and related consolidated statements of income and cash flows of JCPenney and its Subsidiaries, or of Funding and its Subsidiaries, as the case may be, as of the close of such fiscal year, all audited by KPMG Peat Marwick L.L.P., or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall be in scope and substance reasonably satisfactory to the Required Lenders) to the effect that such consolidated financial statements fairly present the financial position, results of operations and cash flows of JCPenney and its Subsidiaries or of Funding and its Subsidiaries, as the case may be, in accordance with GAAP;
(b) as soon as available and in any event within 60 days after the end of each of the first three quarterly periods of each fiscal year, a copy of the quarterly reports filed by each of JCPenney and Funding with the SEC on Form 10-Q in respect of such quarterly period, or if either of JCPenney or Funding is not required to file such a report in respect of such quarterly period, the consolidated balance sheets and related consolidated statements of income and cash flows of JCPenney and its Subsidiaries, or of Funding and its Subsidiaries, as the case may be, as of the close of such fiscal quarter, certified by its chief financial officer, treasurer or controller as fairly presenting the financial position, results of operations and cash flows of JCPenney and its Subsidiaries or of Funding and its Subsidiaries, as the case may be, in accordance with GAAP, subject to normal year-end audit adjustments;
(c) concurrently with any delivery of financial statements by JCPenney or Funding under (a) above (whether contained in a report filed with the SEC or otherwise), a certificate of its chief financial officer, president, treasurer or controller (i) stating that no Event of Default or Default has occurred...