Certificates; Reports; Other Information. Furnish to the Lender: (a) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b), a Compliance Certificate (i) stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) [reserved], (iii) to the extent not previously disclosed to the Lender, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery; (b) promptly, and in any event no later than seventy (70) days after the beginning of the Borrower’s Fiscal Year, a month-by-month projected operating budget and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at the end of the last month in each Fiscal Quarter) (collectively, the “Projections”), such Projections to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Year; (c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (d) promptly, and in any event within five (5) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b); and (f) promptly, such additional information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Lender may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement (CalAmp Corp.)
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:):
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, Fiscal Quarter or Fiscal Year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in beneficial ownership or the jurisdiction of organization of any Loan Party Party, and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 45 days after the beginning end of the Borrower’s each Fiscal Year, a month-by-month projected operating budget and cash flow Year of the Borrower (and its within 15 days of any updates thereto), a detailed consolidated Subsidiaries budget for such the following Fiscal Year (including an income statement for each month and a projected consolidated balance sheet of Holdings and its Subsidiaries as at of the end of the last month in each Fiscal Quarter) Quarter of such Fiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, consistent with the Borrower’s historical reporting practices), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect a Responsible Officer stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearrespect;
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC);
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that Holdings sends to the holders of any class of Holdings’ debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon written request by the Administrative Agent, within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding non-compliance with or maintenance of any Governmental Approvals or Requirements of Law or that Law, which could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group MembersEffect;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by updated insurance certificates evidencing the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b)6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and
(fh) promptly, such additional information (financial and other information, including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial any certification or organizational affairs and condition of any Loan Party and any Subsidiary, or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:):
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, Fiscal Quarter or Fiscal Year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in beneficial ownership or the jurisdiction of organization of any Loan Party Party, and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 45 days after the beginning end of the Borrower’s each Fiscal Year, a month-by-month projected operating budget and cash flow Year of the Borrower (and its within 15 days of any updates thereto), a detailed consolidated Subsidiaries budget for such the following Fiscal Year (including an income statement for each month and a projected consolidated balance sheet of Holdings and its Subsidiaries as at of the end of the last month in each Fiscal Quarter) Quarter of such Fiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, consistent with the Borrower’s historical reporting practices), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect a Responsible Officer stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which such Projections were prepared, and a draft of such Projections within fortyrespect; 89 US-five (45) days after the beginning of the Borrower’s Fiscal Year;DOCS\135452008.17
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC);
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that Holdings sends to the holders of any class of Holdings’ debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon written request by the Administrative Agent, within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding non-compliance with or maintenance of any Governmental Approvals or Requirements of Law or that Law, which could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group MembersEffect;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by updated insurance certificates evidencing the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b)6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and
(fh) promptly, such additional information (financial and other information, including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial any certification or organizational affairs and condition of any Loan Party and any Subsidiary, or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default occurring as a result of a breach of Section 7.1 of this Agreement, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(aSection 6.1 (other than the financial statements for DD described in clause (i)(x) and (bof the proviso in Section 6.1(c)), a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of all quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery of the annual and quarterly financial statements, a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bi) promptlyas soon as available, and in any event no later than seventy (70) 45 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget approved by the board of directors of EDH for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower EDH and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”) and (ii) concurrently with the delivery of the financial statements referred to in Section 6.1(c), such Projections copies of all financial and other information delivered to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer Board of Directors of the Borrower to the effect that for such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of quarter, excluding any material assumptions on which such Projections were prepareddetermined by the Borrower in good faith to be highly sensitive or confidential (including, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearwithout limitation, as to compensation);
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon request by the Administrative Agent, within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by of a reputable insurance broker with respect to the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b)6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request;
(h) by no later than three days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the DD Acquisition Documentation; and
(fi) promptly, such additional financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at [▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇]; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (e), to the relevant Lender:):
(a) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s 's knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) [reserved]in the case of quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with Section 7.1 of this Agreement as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) ), and (iviii) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date copies of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such deliverybank account statements for each Foreign Subsidiary;
(b) promptlyas soon as available, and in any event no later than seventy (70) 30 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower Borrower, Guarantors and its consolidated their respective Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “"Projections”"), such which Projections to shall in each case be accompanied by a certificate signed by the Presidentbased on reasonable estimates, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearrespect;
(c) promptly, and in any event within five (5) Business Days fifteen days after receipt thereof by any Loan Party or any Subsidiary thereofthe same are sent, copies of each notice all financial statements and reports that the Borrower or other correspondence received from any Guarantor sends to the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results holders of any Loan Party class of its debt securities or public equity securities and, within fifteen days after the same are filed, copies of all financial statements and reports that the Borrower or any Subsidiary thereof (other than routine comment letters from Guarantor may make to, or file with, the staff of the SEC relating SEC; provided that to the Borrower’s filings extent any such documents are filed with the SEC);, such documents shall be deemed delivered pursuant to this Section 6.2(c) at the time of and so long as the Borrower notifies the Administrative Agent (by facsimile or electronic mail) of the filing with the SEC of any such documents.
(d) promptlyupon request by the Administrative Agent, and in any event within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b); and
(f) promptly, such additional information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Lender may from time to time reasonably request.
Appears in 1 contract
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default occurring as a result of a breach of Section 7.1 of this Agreement, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of all monthly, quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery of the annual and quarterly financial statements, a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bi) promptlyas soon as available, and in any event no later than seventy (70) 45 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget approved by the board of directors of EDH for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower EDH and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”) and (ii) concurrently with the delivery of the financial statements referred to in Section 6.1(c), such Projections copies of all financial and other information delivered to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer Board of Directors of the Borrower to the effect that for such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of month, excluding any material assumptions on which such Projections were prepareddetermined by the Borrower in good faith to be highly sensitive or confidential (including, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearwithout limitation, as to compensation);
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon request by the Administrative Agent, within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by of a reputable insurance broker with respect to the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b)6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and
(fh) promptly, such additional financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at [▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇]; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:):
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, Fiscal Quarter or Fiscal Year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in beneficial ownership or the jurisdiction of organization of any Loan Party Party, and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 45 days after the beginning end of the Borrower’s each Fiscal Year, a month-by-month projected operating budget and cash flow Year of the Borrower (and its within 15 days of any updates thereto), a detailed consolidated Subsidiaries budget for such the following Fiscal Year (including an income statement for each month and a projected consolidated balance sheet of Holdings and its Subsidiaries as at of the end of the last month in each Fiscal Quarter) Quarter of such Fiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, consistent with the Borrower’s historical reporting practices), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect a Responsible Officer stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearrespect;
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC);
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that Holdings sends to the holders of any class of Holdings’ debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon written request by the Administrative Agent, within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding non-compliance with or maintenance of any Governmental Approvals or Requirements of Law or that Law, which could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group MembersEffect;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by updated insurance certificates evidencing the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b); and6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request;
(fh) promptly, such additional information (financial and other information, including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial any certification or organizational affairs and condition of any Loan Party and any Subsidiary, or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request; and
(i) during the Monthly Liquidity Testing Period, as soon as available, but in any event within 15 days after the end of each calendar month (commencing with the calendar month ending March 31, 2025), a report setting forth the calculations evidencing compliance with Section 7.1(c)(ii) as of the close of business on the last calendar day of such calendar month, as certified on behalf of the Borrower by a Responsible Officer of the Borrower (a “Monthly Liquidity Report”).
Appears in 1 contract
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) [Reserved];
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no actual knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of monthly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 45 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect a Responsible Officer stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearrespect;
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptly, and in any event within five (5) Business Days days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(eg) concurrently [Reserved];
(h) Within ninety (90) days after the last day of each fiscal quarter, copies of all reports, statements and other information filed with the delivery State of California Department of Financial Institutions and other State of California Governmental Authorities during such fiscal quarter;
(i) Upon the financial statements referred to in Section 6.1(a) Administrative Agent’s request, copies of all periodic and (b), a written report summarizing all material variances from budgets submitted other reports and materials filed by the Borrower pursuant with FinCEN including, without limitation, any FinCEN Form 107 or other renewals;
(j) Within thirty (30) days after completion, copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) independent testing reports, and, as applicable, all BSA/AML reports created in the future by the Borrower’s internal audit team (if any);
(k) Within ten (10) days after the Borrower’s Board of Directors meeting, copies of all board package materials, commensurate in form and substance with those provided to Section 6.2(b)the Borrower’s Board of Observers; and
(fl) promptly, such additional reports and financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement (XOOM Corp)
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) [Reserved];
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of monthly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy sixty (7060) days after the beginning end of the Borrower’s Fiscal Year, a month-by-month projected operating budget and cash flow each fiscal year of the Borrower (or if earlier, within fifteen (15) days of the date approved by the board of directors of GTTI), a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of GTTI and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect a Responsible Officer stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearrespect;
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptly, and in any event within five (5) Business Days days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon request by the Administrative Agent or a Lender, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could would reasonably be expected to have a Material Adverse Effect material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(eg) (i) concurrently with the delivery of the financial statements referred to in Section 6.1, (ii) not later than twenty (20) days after the end of each month and at any other times reasonably requested by the Administrative Agent or a Lender, and (iii) prior to any borrowing of Revolving Loans (including, without limitation, Swingline Loans), to the extent the following reports were not delivered with respect to the prior month or week, as applicable: (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent or the Lenders in their reasonable discretion, (B) accounts receivable agings, aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a deferred revenue schedule, and (E) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger;
(h) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by of a reputable insurance broker with respect to the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b); and6.6, together with any supplemental reports with respect thereto which the Administrative Agent or a Lender may reasonably request.
(fi) promptly, such additional reports and financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Global Telecom & Technology, Inc.)
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) reserved;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of all quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such deliveryParty;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 60 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of a Responsible Officer of the Borrower to the effect stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearrespect;
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC)) that could reasonably be expected to result in a material impairment of the Borrower’s ability to perform its Obligations under the Loan Documents;
(de) promptly, and in any event within five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act and which are not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(5f) Business Days upon the reasonable request of the Administrative Agent, within five days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b); and
(fg) promptly, such additional financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Fusion-Io, Inc.)
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) concurrently with the delivery of any financial statements required to be delivered pursuant to Sections 6.1(a) and (b)the Domestic Loan Documents, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of monthly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein, and including a certification of any cash and Cash Equivalents designated by the Borrower to be used to finance Borrower’s incremental expansion initiatives, as of the last day of the month or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(b) promptly, and in any event no later than seventy (70) days after the beginning of the Borrower’s Fiscal Year, a month-by-month projected operating budget and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at the end of the last month in each Fiscal Quarter) (collectively, the “Projections”), such Projections to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Year;
(c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(d) promptly, and in any event within five (5) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.1 of the Domestic Credit Agreement, (i) during any Streamline Period, not later than thirty (30) days after the end of each month, (ii) at any time other than during any Streamline Period, not later than six (6) Business Days after the end of each month and at any other times reasonably requested by the Administrative Agent, (iii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month or week, as applicable and (biv) in the case of the following sub-clause (A), concurrently with any Notice of Borrowing: (A) a written report summarizing all material variances from budgets submitted Transaction Report accompanied by such supporting detail and documentation as shall be requested by the Borrower pursuant Administrative Agent in its reasonable discretion, (B) accounts receivable agings (including all foreign accounts receivable of Borrower), aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a deferred revenue schedule, (E) monthly perpetual inventory reports for Inventory valued on an average cost basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by the Administrative Agent in its good faith business judgment, and (F) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; provided that, upon the termination of any Streamline Period, the foregoing reports shall be provided to Section 6.2(b)the Administrative Agent not later than five (5) Business Days after such termination;
(c) as soon as available, but no later than thirty (30) days following the last day of each calendar quarter, (i) copies of individual invoices equal to at least ten percent (10.0%) of the Borrower’s Export Orders for the prior calendar quarter, and (ii) copies of individual purchase orders equal to at least ten percent (10.0%) of the Borrower’s Export Orders for the prior calendar quarter;
(d) as soon as available, but no later than thirty (30) days following the last day of each month, an aged listing of non-US accounts receivable by invoice date, in form and detail acceptable to the Administrative Agent; and
(fe) promptly, such additional financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent, any EXIM Lender or EXIM Bank may from time to time reasonably request.
Appears in 1 contract
Sources: Senior Secured Credit Facility (K2m Group Holdings, Inc.)
Certificates; Reports; Other Information. Furnish to the Lender:
(a) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b), a Compliance Certificate (i) stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) [reserved], (iii) to the extent not previously disclosed to the Lender, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(b) promptly, and in any event no later than seventy (70) days after the beginning of the Borrower’s Fiscal YearYear (or such later date as the Lender may agree in its sole discretion), a month-by-month projected operating budget and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at the end of the last month in each Fiscal Quarter) (collectively, the “Projections”), such Projections to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal YearYear (or such later date as the Lender may agree in its sole discretion);
(c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(d) promptly, and in any event within five (5) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b); and
(f) promptly, such additional information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Lender may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement (CalAmp Corp.)
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (j), to the relevant Lender:):
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default arising from non-compliance with Section 7.1, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred and is continuing, except as specified in such certificate, certificate and (ii) [reserved](x) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of Hortonworks, as the case may be, and (iiiy) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property registered in the United States (or exclusive licenses in respect thereof) issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 60 days after the beginning end of the Borrower’s Fiscal Yeareach fiscal year of Hortonworks, a monthboard-by-month approved consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower Hortonworks and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions as of the date such Projections are delivered to the Administrative Agent (it being recognized by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect Lenders that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such officer has no reason to question financial information may differ from the reasonableness of any projected results set forth therein by a material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearamount);
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon request by the Administrative Agent, within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(c), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) if requested by the Administrative Agent, monthly reconciliations of accounts receivable agings (aged by invoice date), Deferred Revenue report, and general ledger;
(h) [reserved]
(i) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by of a reputable insurance broker with respect to the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b); 6.6, and, promptly following the request therefor, any supplemental reports with respect thereto which the Administrative Agent may reasonably request;
(fj) promptly, such additional information (financial and other information, including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial any certification or organizational affairs and condition of any Loan Party and any Subsidiary, or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on Hortonworks’ website on the Internet at the website address listed in Section 10.2; or (ii) when such documents are posted electronically on Hortonworks’ behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) Hortonworks shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Hortonworks to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) Hortonworks shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Hortonworks with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Sources: Credit Agreement (Hortonworks, Inc.)
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved](x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of Section 7.1 as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) to the extent not previously disclosed to the LenderAdministrative Agent, (A) a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or acquired by any Loan Party and (B) a list of Subsidiaries created or acquired, in each case since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 30 days after prior to the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarterfinancial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), such Projections to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Year;
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptly, and in any event within five (5) Business Days days after the same are sent sent, copies of each annual report, proxy or receivedfinancial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all material correspondenceannual, reportsregular, documents periodic and other filings special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably national securities exchange, and not otherwise required to be expected delivered to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group MembersAdministrative Agent pursuant hereto;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b); and
(f) promptly, such additional financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Lender Administrative Agent may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Demand Media Inc.)
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g), to the relevant Lender:):
(a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 5.1, a Compliance Certificate executed by a Responsible Officer (i) stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) [reserved]containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of the Borrower, as the case may be, (iii) to the extent not previously disclosed to the Lender, containing a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to to, applied for or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiib) (or, in the case of the first such report so delivered, since the Closing Date) ), in each to the extent not previously disclosed to the Administrative Agent, and (iv) confirmation to the Lender containing a list of all Subsidiaries that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date were Excluded Subsidiaries as of the most recent report date that a certificate was delivered pursuant to this clause Section 5.2(b) and are no longer Excluded Subsidiaries; (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptly, and in any event no later than seventy (70) 60 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year and the last month in related consolidated statements of projected cash flow and income for each Fiscal Quarter) such fiscal quarter), and, as soon as available, material board approved revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect a Responsible Officer stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which respect, it being recognized by the Lenders that such Projections were prepared, financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a draft of such Projections within forty-five material amount; (45) days after the beginning of the Borrower’s Fiscal Year;
(cd) promptly, and in any event within five (5) Business Days 10 days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrowerany Group Member’s filings with the SEC);
; (de) promptlywithin 10 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that any Group Member sends to the holders of any class of its Indebtedness or public equity securities and, within 10 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) within five (5) 5 Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b)Effect; and
(f) promptly, such additional information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Lender may from time to time reasonably request.
Appears in 1 contract
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or in the case of clause (g), to the relevant Lender:):
(a) concurrently with [reserved];
(a) commencing on the Tuesday beginning immediately after the Initial Springing Maturity Test Date and on each Tuesday thereafter until all Permitted Convertible Debt existing on the Third Amendment Effective Date is no longer outstanding, a certificate of a Responsible Officer of the Borrower certifying to Net Liquidity as of each day during the immediately preceding calendar week;
(b) within 5 Business Days of the Borrower’s delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) [reserved]a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable period of the Borrower, and (iiiyx) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (zy) to the extent not previously disclosed to the Administrative Agent, a list of any registered Intellectual Property issued to to, applied for, or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) and (z) to the extent not previously disclosed to the Administrative Agent, a list of any new Immaterial Subsidiaries since the date of the most recent report delivered pursuant to this clause (z) (or, in the case of the first such report so delivered, since the Closing DateDate),and (iii) and (iv) confirmation to in the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date case of the most recent report financial statements delivered pursuant to this clause (aSection 6.1(a), as applicable, and/or deliver updated insurance certificates evidencing the insurance coverage required to the Lender an updated Perfection Certificate identifying such changes as of the date of such deliverybe maintained pursuant to Section 6.6;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 9060 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month projected detailed consolidated board of director approved operating budget and cash flow for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month related consolidated statements of projected cash flow, projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such operating budget and projections with respect to such fiscal year (collectively, the “Projections”), such Projections to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Year;
(cd) promptly, and in any event within five (5) 5 Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptlywithin 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that any Group Member sends to the holders of any class of its Indebtedness or public equity securitiesequityholders of the Borrower and, within 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon reasonable request by the Administrative Agent, within five (5) Business Days 5 days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b); and
(fg) promptly, such additional other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the businessoperations, financial or organizational business affairs and financial condition of any Loan Party and any Subsidiarythe Group Members, or compliance with the terms of this Agreement, the Loan Documents as the Administrative Agent or any Lender may from time to time reasonably requestrequest with respect to the Group Members.
Appears in 1 contract
Sources: Credit Agreement (Fastly, Inc.)
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g), to the relevant Lender:):
(a) [reserved];
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 5.1, a Compliance Certificate executed by a Responsible Officer (i) stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) [reserved]containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of the Borrower, as the case may be, (iii) to the extent not previously disclosed to the Lender, containing a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to sf-5589619 to, applied for or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiib) (or, in the case of the first such report so delivered, since the Closing Date) ), in each to the extent not previously disclosed to the Administrative Agent, and (iv) confirmation to the Lender containing a list of all Subsidiaries that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date were Excluded Subsidiaries as of the most recent report date that a certificate was delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such deliverySection 5.2(b) and are no longer Excluded Subsidiaries;
(bc) promptly, and in any event no later than seventy (70) 60 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year and the last month in related consolidated statements of projected cash flow and income for each Fiscal Quarter) such fiscal quarter), and, as soon as available, material board approved revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect a Responsible Officer stating that such projections have been prepared Projections are based on the basis of sound financial planning practice consistent with past budgets reasonable estimates, information and financial statements assumptions and that such officer Responsible Officer has no reason to question the reasonableness of believe that such Projections are incorrect or misleading in any material assumptions on which respect, it being recognized by the Lenders that such Projections were prepared, financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearmaterial amount;
(cd) promptly, and in any event within five (5) Business Days 10 days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrowerany Group Member’s filings with the SEC);
(de) promptlywithin 10 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that any Group Member sends to the holders of any class of its Indebtedness or public equity securities and, within 10 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) within five (5) 5 Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.2(b)Effect; and
(fg) promptly, such additional information (financial and other information, including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial any certification or organizational affairs and condition of any Loan Party and any Subsidiary, or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, none of the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent, any Issuing Bank or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement between the Borrower or any of the Subsidiaries and a Person that is not the Borrower or any of the Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.
Appears in 1 contract
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:):
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
(b) (i) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, certificate and (ii) [reserved]in the case of quarterly or annual financial statements, (iiix) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property created or acquired by any Loan Party which is registered or becomes registered or the subject of an application for registration or is issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 60 days after the beginning end of each fiscal year of the Borrower’s Fiscal Year, a month-by-month detailed consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter of such fiscal year, the last month in each Fiscal Quarter) related consolidated statement of projected cash flow and the related consolidated statement of projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of a Responsible Officer of the Borrower to the effect stating that such projections have been prepared Projections are based on reasonable estimates, information and assumptions believed by the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason Borrower to question the reasonableness of any material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Yearbe reasonable;
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC), except where so furnishing the same would violate any applicable law or any policy of the SEC or such other agency;
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that, notwithstanding the foregoing, (i) the Borrower shall deliver to the Administrative agent by no later than the date occurring 90 days after the end of each fiscal year of the Borrower a copy of the Borrower’s annual report on form 10-K delivered to the SEC in any event respect of such fiscal year and (ii) the Borrower shall deliver to the Administrative Agent by no later than the date occurring 45 days after the end of each fiscal quarter of the Borrower a copy of the Borrower’s quarterly report on form 10-K delivered to the SEC in respect of such fiscal quarter;
(f) within five (5) Business Days ten days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by of a reputable insurance broker with respect to the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b); and6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request;
(fh) promptly, such additional financial and other information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Sources: Credit Agreement (ShoreTel Inc)
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (j), to the relevant Lender:):
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default arising from non-compliance with Section 7.1, except as specified in such certificate;
(b) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b)Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default has occurred and is continuing, except as specified in such certificate, certificate and (ii) [reserved](x) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of Hortonworks, as the case may be, and (iiiy) to the extent not previously disclosed to the LenderAdministrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property registered in the United States (or exclusive licenses in respect thereof) issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery;
(bc) promptlyas soon as available, and in any event no later than seventy (70) 60 days after the beginning end of the Borrower’s Fiscal Yeareach fiscal year of Hortonworks, a monthboard-by-month approved consolidated budget for the following fiscal year (including a projected operating budget and cash flow consolidated balance sheet of the Borrower Hortonworks and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at of the end of each fiscal quarter and fiscal month of such fiscal year, the last month related consolidated statements of projected changes in each Fiscal Quarter) financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), such which Projections to shall in each case be accompanied by a certificate signed of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions as of the date such Projections are delivered to the Administrative Agent (it being recognized by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect Lenders that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such officer has no reason to question financial information may differ from the reasonableness of any projected results set forth therein by a material assumptions on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the beginning of the Borrower’s Fiscal Year;amount).
(cd) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);
(de) promptlywithin five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s debt securities or public equity securities and, within five days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any event not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f) upon request by the Administrative Agent, within five (5) Business Days days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members;
(eg) concurrently with the delivery of the financial statements referred to in Section 6.1(c), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) if requested by the Administrative Agent, monthly reconciliations of accounts receivable agings (aged by invoice date), Deferred Revenue report, and general ledger;
(h) [reserved]
(i) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by of a reputable insurance broker with respect to the Borrower insurance coverage required to be maintained pursuant to Section 6.2(b); 6.6, and, promptly following the request therefor, any supplemental reports with respect thereto which the Administrative Agent may reasonably request;
(fj) promptly, such additional information (financial and other information, including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial any certification or organizational affairs and condition of any Loan Party and any Subsidiary, or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on Hortonworks’ website on the Internet at the website address listed in Section 10.2; or (ii) when such documents are posted electronically on Hortonworks’ behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) Hortonworks shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Hortonworks to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) Hortonworks shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Hortonworks with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Sources: Credit Agreement (Hortonworks, Inc.)