Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2. (b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent may reasonably request. (c) Upon the reasonable request of the Administrative Agent, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year. (d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis. (e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC. (f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto.
Appears in 5 contracts
Sources: Credit Agreement (Gray Media, Inc), Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s 's independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) Promptly upon receipt thereof, copies of any material adverse notice or report regarding any License from the FCC or any other governmental authority.
(c) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries or, to the extent available to the Borrower, ProNet Inc. or any of its Subsidiaries, as the Administrative Agent or any Bank may reasonably request.
(cd) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, with copies of any new or replacement insurance policies obtained during such year.
(de) Within seventy-five (75) days of the beginning Prior to January 31 of each fiscal year, the an annual budget for the Borrower and its the Restricted Subsidiaries on Subsidiaries, containing information and in a quarter by quarter basisform substantially similar to that shown in the budget delivered to the Banks in connection with the execution of this Agreement.
(ef) Promptly upon their becoming availableafter the sending thereof, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by information which the Borrower or any of its Restricted Subsidiaries with any securities exchange sends to security holders of the Borrower generally or files with the United States Securities and Exchange Commission or any governmental or private regulatory authority, national securities exchange.
(iiig) all press releases and other statements made available generally by Within thirty (30) days after the Borrower or any last day of its Restricted Subsidiaries each month prior to the public concerning material developments in the business delivery of financial statements of the Borrower or any and the Restricted Subsidiaries for the fiscal quarter ending September 30, 1996 as required pursuant to Section 6.2 hereof, the balance sheet of its the Borrower on a consolidated basis with the Restricted Subsidiaries as at the end of such month, and the related statements of operations and cash flows of the Borrower on a consolidated basis with the Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received certified by the Borrower, or any chief financial officer of its Restricted Subsidiaries from the FCC or other communications regulatory authority, Borrower to have been prepared in accordance with GAAP and (v) subject to Section 6.5, present fairly in all material information filed by respects the Borrower or any financial position of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its the Restricted Subsidiaries has knowledge which, individually or in on a consolidated basis as at the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature end of such eventmonth and the results of operations for such month, the period of existence thereof, subject only to normal year-end and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoaudit adjustments.
Appears in 4 contracts
Sources: Loan Agreement (Metrocall Inc), Loan Agreement (Metrocall Inc), Loan Agreement (Metrocall Inc)
Copies of Other Reports. The Borrower will furnish to each Lender:
(a) Promptly upon receipt As soon as reasonably practicable after the sending thereof, copies of all material periodic reports, if any, submitted to proxies and prospectuses which the Borrower by the Borrower’s independent public accountants regarding the Borrower, including, without limitation, or any management report submitted of its Subsidiaries sends to the board any holder of directors of the Borrower prepared in connection its Indebtedness or its securities or files with the annual audit referred to in Section 6.2Securities and Exchange Commission or any national securities exchange.
(b) As soon as reasonably practicable after the preparation of the same, to the full extent permitted by Applicable Law, copies of all material reports or financial information filed by the Borrower or any of its Subsidiaries with any governmental agency, department, bureau, division or other governmental authority or regulatory body, or other reports with respect to the Borrower or any of its Subsidiaries which, in any such case, evidence facts or contain information which could reasonably be expected to have a Materially Adverse Effect.
(c) Not less than once during each fiscal year of the Borrower in which the Borrower or any ERISA Affiliate is a member of, or is obligated to contribute to, any Multiemployer Plan, (i) a statement, in form and substance satisfactory to the Administrative Agent, prepared by the actuary for each Multiemployer Plan to which the Borrower or any of its Subsidiaries or any ERISA Affiliate is a party, setting forth the liabilities (under Section 4201 of ERISA) of the Borrower and its ERISA Affiliates, as appropriate, in the event of a “complete” or “partial withdrawal” (as those terms are defined in Sections 4203 and 4205 of ERISA) from each such Multiemployer Plan or (ii) if such statement is not available to the Borrower, a copy of the most recent Internal Revenue Service Form 5500 and supporting schedules with respect to such Multiemployer Plan.
(d) From time to time and promptly as soon as reasonably practicable upon each request, such data, internally generated reports, certificates, reports, statements, documents documents, or further information regarding the business, assets, liabilities, financial position, projections, position or results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, Subsidiaries as the Administrative Agent Agent, for itself or upon request of any Lender, may reasonably request.
(c) Upon the reasonable request of the Administrative Agent, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto.
Appears in 4 contracts
Sources: Credit Agreement (KEMPER Corp), Credit Agreement (KEMPER Corp), Credit Agreement (KEMPER Corp)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent may reasonably request.
(c) Upon the reasonable request of the Administrative Agent, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (iA) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (iiB) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iiiC) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto.
Appears in 2 contracts
Sources: Credit Agreement (Gray Television Inc), Credit Agreement (Gray Television Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s 's independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.26.2 hereof.
(b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(c) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five sixty (7560) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary of the Borrower to its security holders other than the Borrower or another Restricted SubsidiarySubsidiary of the Borrower, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCCFCC (including all Ownership Reports and amendments or supplements to any Ownership Report).
(f) Promptly upon (i) receipt of notice of (iA) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iiiB) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority governmental agency or agency authority (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto, and (ii) any Acquisition of any Station, a written notice setting forth with respect to such Station all of the data required to be set forth in Schedule 3 with respect to such Stations and the Licenses required in connection with the ownership and operation of such Station (it being understood that such written notice shall be deemed to supplement Schedule 3 attached hereto for all purposes of this Agreement).
Appears in 2 contracts
Sources: Loan Agreement (Gray Communications Systems Inc /Ga/), Loan Agreement (Gray Television Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s 's independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) From time to time Promptly upon receipt thereof, copies of any material adverse notice or report regarding any License held by the Borrower or any Subsidiary from the FCC.
(c) In connection with any proposed Acquisition by the Borrower or any Subsidiary and promptly upon each request, such data, certificates, reports, statements, opinions of counsel prepared for the Administrative Agent and the Lenders, or any of them, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations operations, or business prospects Year 2000 issues described in Sections 4.1(z) and 5.16 hereof, of the Borrower or any of its Restricted Subsidiaries, Subsidiaries as the Administrative Agent or any Lender may reasonably request.
(cd) Upon the reasonable request of the Administrative AgentAnnually, one or more certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming availableAnnually, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other in no event later than the Borrower or another Restricted Subsidiary120th day of each year, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business copy of the Borrower or any of Borrower's annual budget for itself and its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCCfor such fiscal year.
(f) Promptly upon receipt after the filing thereof, copies of notice of (i) any forfeitureall material reports, non-renewalproxies, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint forms or other matter documents required to be filed with or communicated submitted by CellNet to the FCC Securities and Exchange Commission or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge whichfederal or state securities law enforcement agency or commission, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretowithout exhibits thereto unless requested.
Appears in 2 contracts
Sources: Loan Agreement (Cellnet Data Systems Inc), Loan Agreement (Cellnet Data Systems Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s 's independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.26.2 hereof.
(b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(c) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five sixty (7560) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary of the Borrower to its security holders other than the Borrower or another Restricted SubsidiarySubsidiary of the Borrower, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
FCC (f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment including all Ownership Reports and amendments or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect supplements to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoOwnership Report).
Appears in 1 contract
Sources: Loan Agreement (Gray Communications Systems Inc /Ga/)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(c) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCCFCC (including all Ownership Reports and amendments or supplements to any Ownership Report).
(f) Promptly upon (i) receipt of notice of (iA) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iiiB) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto, and (ii) any Acquisition of any Station, a written notice setting forth with respect to such Station all of the data required to be set forth in Schedule 2 with respect to such Stations and the Licenses required in connection with the ownership and operation of such Station (it being understood that such written notice shall be deemed to supplement Schedule 2 attached hereto for all purposes of this Agreement).
(g) On an annual basis with the delivery of the financial statements required by Section 6.2 above and promptly upon the election by the Borrower to utilize the Available Amount in connection with a transaction otherwise permitted under this Agreement, a duly completed certificate signed by an Authorized Signatory of the Borrower, which shall set forth reasonably detailed calculations the amount of the Available Amount immediately prior to such election and the amount thereof elected to be so applied.
Appears in 1 contract
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material management reports, if any, submitted to the Borrower by the Borrower’s independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) From time to time time, and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(c) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such fiscal year.
(d) Within seventy-five (75) days of the beginning Prior to January 31 of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries the Borrower’s Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for such year, on a quarter month by quarter month basis.
(e) Promptly upon their becoming availableTo the extent not otherwise provided to the Administrative Agent pursuant to the terms of this Agreement, copies within ten (10) Business Days after the same are sent, a copy of (i) all any financial statementsstatement, reports, notices and proxy statements sent report or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than notice which the Borrower or another Restricted Subsidiaryany Subsidiary of the Borrower sends to any Person under or pursuant to or in connection with any contract, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 in each case if such statement, report or notice relates to an event that has resulted or could reasonably be expected to result in a Default, an Event of Default or a similar formMaterially Adverse Effect; and, within ten (10) and prospectuses, if any, filed Business Days after the same are received by the Borrower or any Subsidiary, copies of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect sent to any such License, (ii) any complaint Person under or other matter filed with or communicated pursuant to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, connection with any such agreement or instrument which notice relates to an event that has resulted or could reasonably be expected to have result in a Default, an Event of Default or a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto.
Appears in 1 contract
Sources: Loan Agreement (BGF Industries Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s 's independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.26.2 hereof.
(b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(c) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five sixty (7560) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCCFCC (including all Ownership Reports and amendments or supplements to any Ownership Report).
(f) Promptly upon (i) receipt of notice of (iA) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iiiB) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority governmental agency or agency authority (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto, and (ii) any Acquisition of any Station, a written notice setting forth with respect to such Station all of the data required to be set forth in Schedule 3 with respect to such Stations and the Licenses required in connection with the ownership and operation of such Station (it being understood that such written notice shall be deemed to supplement Schedule 3 attached hereto for all purposes of this Agreement).
Appears in 1 contract
Sources: Loan Agreement (Gray Television Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s 's independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) Promptly upon receipt thereof, copies of any material adverse notice or report regarding any License from the FCC or any other governmental authority.
(c) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries or, to the extent available to the Borrower, ProNet Inc. or any of its Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(cd) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, with copies of any new or replacement insurance policies obtained during such year.
(de) Within seventy-five (75) days of the beginning Prior to January 31 of each fiscal year, the an annual budget for the Borrower and its the Restricted Subsidiaries on Subsidiaries, containing information and in a quarter by quarter basisform substantially similar to that shown in the budget delivered to the Lenders in connection with the execution of this Agreement.
(ef) Promptly upon their becoming availableafter the sending thereof, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by information which the Borrower or any of its Restricted Subsidiaries with any securities exchange sends to security holders of the Borrower generally or files with the United States Securities and Exchange Commission or any governmental or private regulatory authority, national securities exchange.
(iiig) all press releases and other statements made available generally by Within thirty (30) days after the Borrower or any last day of its Restricted Subsidiaries each month prior to the public concerning material developments in the business delivery of financial statements of the Borrower or any and the Restricted Subsidiaries for the fiscal quarter ending September 30, 1996 as required pursuant to Section 6.2 hereof, the balance sheet of its the Borrower on a consolidated basis with the Restricted Subsidiaries as at the end of such month, and the related statements of operations and cash flows of the Borrower on a consolidated basis with the Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received certified by the Borrower, or any chief financial officer of its Restricted Subsidiaries from the FCC or other communications regulatory authority, Borrower to have been prepared in accordance with GAAP and (v) subject to Section 6.5, present fairly in all material information filed by respects the Borrower or any financial position of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its the Restricted Subsidiaries has knowledge which, individually or in on a consolidated basis as at the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature end of such eventmonth and the results of operations for such month, the period of existence thereof, subject only to normal year-end and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoaudit adjustments.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s 's independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) Promptly upon receipt thereof, copies of any material adverse notice or report regarding any License from the FCC or any other governmental authority.
(c) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries or, to the extent available to the Borrower, A+ Network, Inc. or any of its Subsidiaries, as the Administrative Agent or any Bank may reasonably request.
(cd) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, with copies of any new or replacement insurance policies obtained during such year.
(de) Within seventy-five (75) days of the beginning Prior to January 31 of each fiscal year, the annual budget for the Borrower and its the Restricted Subsidiaries Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for such year, on a quarter by quarter basis.
(ef) Promptly upon their becoming availableafter the sending thereof, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by information which the Borrower or any of its Restricted Subsidiaries with any securities exchange sends to security holders of the Borrower generally or files with the United States Securities and Exchange Commission or any governmental or private regulatory authority, national securities exchange.
(iiig) all press releases and other statements made available generally by Within thirty (30) days after the Borrower or any last day of its Restricted Subsidiaries each month prior to the public concerning material developments in the business delivery of financial statements of the Borrower or any and the Restricted Subsidiaries for the fiscal quarter ending September 30, 1996 as required pursuant to Section 6.2 hereof, the balance sheet of its the Borrower on a consolidated basis with the Restricted Subsidiaries as at the end of such month, and the related statements of operations and cash flows of the Borrower on a consolidated basis with the Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received certified by the Borrower, or any chief financial officer of its Restricted Subsidiaries from the FCC or other communications regulatory authority, Borrower to have been prepared in accordance with GAAP and (v) subject to Section 6.5, present fairly in all material information filed by respects the Borrower or any financial position of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its the Restricted Subsidiaries has knowledge which, individually or in on a consolidated basis as at the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature end of such eventmonth and the results of operations for such month, the period of existence thereof, subject only to normal year-end and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoaudit adjustments.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Copies of Other Reports. The Borrower will furnish to each Lender:
(a) Promptly upon receipt As soon as reasonably practicable after the sending thereof, copies of all material periodic reports, if any, submitted to proxies and prospectuses which the Borrower by the Borrower’s independent public accountants regarding the Borrower, including, without limitation, or any management report submitted of its Subsidiaries sends to the board any holder of directors of the Borrower prepared in connection its Indebtedness or its securities or files with the annual audit referred to in Section 6.2Securities and Exchange Commission or any national securities exchange.
(b) As soon as reasonably practicable after the preparation of the same, to the full extent permitted by Applicable Law, copies of all material reports or financial information filed by the Borrower or any of its Subsidiaries with any governmental agency, department, bureau, division or other Government Authority or regulatory body, or other reports with respect to the Borrower or any of its Subsidiaries which, in any such case, evidence facts or contain information which could reasonably be expected to have a Materially Adverse Effect.
(c) Not less than once during each fiscal year of the Borrower in which the Borrower or any ERISA Affiliate is a member of, or is obligated to contribute to, any Multiemployer Plan, (i) a statement, in form and substance satisfactory to the Administrative Agent, prepared by the actuary for each Multiemployer Plan to which the Borrower or any of its Subsidiaries or any ERISA Affiliate is a party, setting forth the liabilities (under Section 4201 of ERISA) of the Borrower and its ERISA Affiliates, as appropriate, in the event of a “complete” or “partial withdrawal” (as those terms are defined in Sections 4203 and 4205 of ERISA) from each such Multiemployer Plan or (ii) if such statement is not available to the Borrower, a copy of the most recent Internal Revenue Service Form 5500 and supporting schedules with respect to such Multiemployer Plan.
(d) From time to time and promptly as soon as reasonably practicable upon each request, except to the extent prohibited by applicable law, regulatory policy, or regulatory restriction (as determined in the reasonable good faith judgment of the Borrower), such data, internally generated reports, certificates, reports, statements, documents documents, or further information regarding the business, assets, liabilities, financial position, projections, position or results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, Subsidiaries as the Administrative Agent may reasonably request.
(c) Upon the reasonable request of the Administrative Agent, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, itself or upon request, copies request of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal yearLender, the annual budget for may reasonably request; provided that neither the Borrower and nor any of its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of shall be required to disclose any (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than trade secrets of the Borrower or another Restricted Subsidiaryits Subsidiaries, (ii) all regular and periodic reports and all registration statements information subject to attorney-client privilege to the extent disclosure thereof would impair such privilege or (other than on Form S-8 or a similar formiii) and prospectuses, if any, filed by information subject to confidentiality obligations to third parties the disclosure of which would cause the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments be in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature breach of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoobligations.
Appears in 1 contract
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower by the Borrower’s independent public accountants regarding the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(c) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five sixty (7560) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCCFCC (including all Ownership Reports and amendments or supplements to any Ownership Report).
(f) Promptly upon (i) receipt of notice of (iA) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iiiB) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto, and (ii) any Acquisition of any Station, a written notice setting forth with respect to such Station all of the data required to be set forth in Schedule 2 with respect to such Stations and the Licenses required in connection with the ownership and operation of such Station (it being understood that such written notice shall be deemed to supplement Schedule 2 attached hereto for all purposes of this Agreement).
Appears in 1 contract
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower in connection with an audit of the Borrower by the Borrower’s 's independent public accountants regarding the Borroweraccountants, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.
(b) No later than January 31 of each year, a copy of the annual budget for the Borrower and its Subsidiaries on a consolidated basis for such calendar year, including the budget for Capital Expenditures.
(c) Promptly upon receipt thereof by an Authorized Officer, copies of any material notice or report regarding any License from the grantor of such License or regarding the System or any License from the Commission with respect to (i) the suspension, revocation or modification of any License, (ii) a denial of a request for a rate change, (iii) disciplinary proceedings involving the Borrower or any of its Subsidiaries, (iv) notice of default or other non- compliance by the Borrower or any of its Subsidiaries under any License, or (v) any similar event or occurrence.
(d) Promptly upon receipt thereof by an Authorized Officer, copies of any material correspondence from HC Crown Corp., a Delaware corporation, or any of its Affiliates with respect to the Hallmark Subordinated Debt.
(e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent or any Bank reasonably may reasonably request.
(cf) Upon As soon as possible, and in any event within fifteen (15) days after the reasonable request Borrower knows that any of the Administrative Agentevents or conditions set forth below have occurred or exist, certificates of insurance indicating that a statement signed by an Authorized Officer setting forth details respecting such event or condition and the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon request, copies action which the Borrower (or the applicable Subsidiary) proposes to take with respect thereto (and a copy of any new notices or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for other communications received or given by the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.or the applicable Subsidiary, with respect thereto):
(e) Promptly upon their becoming available, copies of (i) all financial statementsany judgment, reportsaction, notices and proxy statements sent proceeding or made available generally by the Borrower investigation pending before any court or governmental authority, bureau or agency, including, without limitation, any environmental regulatory body, with respect to its security holders or by any Restricted Subsidiary to its security holders other than threatened against or affecting the Borrower or another Restricted Subsidiaryany of its Subsidiaries or relating to the assets or liabilities of any of them (including, without limitation, in respect of any "facility" owned, leased or operated by any of them under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or under any state, local or municipal statute, ordinance or regulation in respect thereof, in connection with any release of any toxic or hazardous waste or chemical substance, pollutant or contaminant into the environment, or with the generation, storage or disposal of any toxic or hazardous wastes or other chemical substances), which could have a Materially Adverse Effect or materially impair the value of the Collateral;
(ii) all regular any liability or threatened liability of the Borrower or any of its Subsidiaries (a) under any Applicable Law for any release of a hazardous substance caused by the seeping, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, or (b) for the costs of any cleanup or other remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and periodic reports housing and all registration statements (other than on Form S-8 emergency assistance undertaken by any environmental regulatory body having jurisdiction over the Borrower or a similar form) and prospectuses, if any, filed any of its Subsidiaries to prevent or minimize any actual or threatened release by the Borrower or any of its Restricted Subsidiaries with Subsidiaries, of any securities exchange hazardous wastes or with other chemical substances, pollutants and contaminants into the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to environment which would endanger the public concerning material developments health or the environment which could in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to either case have a Materially Adverse Effect, or ; and
(iii) any lapsechange or proposed change in any law, termination rule, regulation or relinquishment order (including without limitation, Environmental Laws) of any material License held by the Borrower governmental body or any regulatory authority, other than proposed changes of its Restricted Subsidiariesgeneral applicability, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, which could have a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoMaterially Adverse Effect.
Appears in 1 contract
Sources: Loan Agreement (Cencom Cable Entertainment Inc /New)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower or the Parent by the Borrower’s 's or the Parent's independent public accountants regarding the BorrowerBorrower or the Parent, including, without limitation, any management report submitted to the board Board of directors of either the Borrower or the Parent prepared in connection with the annual audit referred to in Section 6.2.
(b) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower or any of its Restricted SubsidiariesSubsidiaries or of any Unrestricted Subsidiary, as the Administrative Agent or any Lender may reasonably request.
(c) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning Prior to January 31 of each fiscal year, the annual budget for the Parent, the Borrower and its Restricted the Borrower's Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Parent or the Borrower to its security holders or by any Restricted Subsidiary of the Borrower to its security holders other than the Borrower Parent, the Borrower, or another Restricted SubsidiarySubsidiary of the Borrower, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower Parent, the Borrower, or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Parent, the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Parent, the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Parent, the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authorityany Communications Regulatory Authority, and (v) subject to Section 6.5, all material information filed by the Parent, the Borrower or any of its Restricted Subsidiaries Subsidiaries, with the FCC.FCC (including all Ownership Reports and amendments or supplements to any Ownership Report);
(f) Promptly upon (i) receipt of notice of (iA) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material FCC License held by the Parent, the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such FCC License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iiiB) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority governmental agency or agency authority (including the FCC) to renew or extend any such FCC License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Parent, the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto, and (ii) any Acquisition of any Television Station Asset Group, a written notice setting forth with respect to such Station all of the data required to be set forth in Schedule 6 with respect to such Television Station Asset Group and the FCC Licenses required in connection with the ownership and operation of such Television Station Asset Group (it being understood that such written notice shall be deemed to supplement Schedule 6 attached hereto for all purposes of this Agreement); and
(g) Promptly, and in any event within ten (10) Business Days after any Related Documents of the Parent or any of its Subsidiaries are terminated or amended in a manner that is materially adverse to the Parent or such Subsidiary, as the case may be, or any new Related Documents are entered into, a written statement describing such event with copies of such material amendments or new contracts, and an explanation of any actions being taken with respect thereto.
Appears in 1 contract
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material final reports, if any, submitted to the board of directors (or audit committee of the board of directors) of the Borrower by the Borrowersuch Person’s independent public accountants regarding the Borrowersuch Person, including, without limitation, any final management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.;
(b) Promptly after receipt thereof, a copy of each audit (excluding routine audits by the Drug Enforcement Administration, the Centers for Disease Control and Prevention, the U.S. Department of Agriculture or the FDA) made by any Governmental Entity of the books and records of Borrower or any Subsidiary or of notice of any material noncompliance with any Applicable Law relating to Borrower or any Subsidiary, or its business;
(c) From time to time and promptly upon each requestwritten request by the Administrative Agent, such data, certificates, reports, statements, documents or reports and further information regarding the business, assets, liabilities, financial position, projections, and results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent may reasonably request.
or the Required Lenders (c) Upon the reasonable request of through the Administrative Agent) may request, including, but not limited to, an itemization of extraordinary or non-recurring non-cash charges and other non-cash charges in the calculation of Consolidated EBITDA;
(d) Annually, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal yearFiscal Year, together with, upon the Administrative Agent’s request, copies of any new or replacement insurance policies obtained during such year.Fiscal Year;
(de) Within seventy-five On or prior to the sixtieth (7560th) days of day after each Fiscal Year end, commencing with the beginning of each fiscal yearFiscal Year ending December 31, 2020, the annual budget for the Borrower and its Restricted Subsidiaries for the then current Fiscal Year, including forecasts of the income statement, the balance sheet and a cash flow statement for such Fiscal Year, on a quarter by quarter quarterly basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.;
(f) Promptly upon receipt of notice of thereof, all agreements (iand any amendment or modification thereto) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by between the Borrower or any of its Restricted Subsidiaries, or on the one hand, and any notice Affiliate of default or forfeiture with respect to any such Licensethe Borrower, on the other hand (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which than transactions among the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, Subsidiaries) that could reasonably be expected to have be material and adverse to the interests of the Lenders;
(g) Promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent by Borrower or any Subsidiary to its stockholders or other equity holders, and copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10-K, Form 10-Q and Form 8-K reports) filed by Borrower or any Subsidiary with any securities exchange or the Securities and Exchange Commission or any successor agency; and
(h) Within ten (10) Business Days after the same are sent, a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment copy of any material License held by financial statement, report or notice which the Borrower or any of its Restricted Subsidiaries sends to any Person under or pursuant to or in connection with any Material Contract, in each case if such statement, report or notice relates to an event that has resulted or would reasonably be expected to result in an Event of Default or a Materially Adverse Effect; and, within ten (10) Business Days after the same are received by Borrower or any of its Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) copies of all notices sent to renew or extend any such LicensePerson under or pursuant to or in connection with any such agreement or instrument which notice relates to an event that has resulted or would reasonably be expected to result in a Default, an Event of Default or a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoMaterially Adverse Effect.
Appears in 1 contract
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to either of the Borrower Borrowers by the Borrower’s its independent public accountants regarding any of the BorrowerBorrower Parties, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.27.2 hereof.
(b) Within sixty (60) days after the end of each fiscal year of the Borrowers, the annual budget for the Borrower Parties for the current fiscal year.
(c) Promptly after the sending thereof, copies of all material statements, reports and other financial information relating to the Borrower Parties that is sent to any of the RMG Partners or the MGM Partner or any of the shareholders of RMHI or CSC.
(d) Promptly after the preparation of the same, copies of all material reports or financial information filed with any governmental agency, department, bureau, division or other governmental authority or regulatory body, or evidencing facts or containing information which could have a Materially Adverse Effect.
(e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents documents, or further information regarding the business, assets, liabilities, financial position, projections, projections or results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, Parties as the Administrative Agent Arrangers or the Majority Lenders may reasonably request.
(cf) Upon At the reasonable request time audited financial statements are required to be provided under Section 7.2 hereof, summary information of the Administrative Agent, certificates type set forth in SCHEDULE 5.1(q) with respect to each Material MSO Agreement and each Material Film Rights Agreement then in effect to which any of insurance indicating the Borrower Parties is a party (noting any such Material MSO Agreements or Material Film Rights Agreements that have been either added or deleted with respect to the requirements of Section 5.5 remain satisfied for such fiscal prior year, together with, upon request, copies of any new or replacement insurance policies obtained during such year).
(dg) Within seventy-five (75) days of At the beginning of each fiscal yeartime audited financial statements are required to be provided under Section 7.2 hereof, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by written summary detailing any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries changes with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries respect to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License relative ownership interests held by the Borrower or any RMG Partners and the MGM Partner in each of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoBorrowers.
Appears in 1 contract
Sources: Loan Agreement (CSC Holdings Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to Holdco, any Intermediate Holdco or the Borrower by the Borrower’s their independent public accountants regarding Holdco, any Intermediate Holdco or the Borrower, including, without limitation, any management report submitted . The Administrative Agent agrees to provide to the board Lenders a copy of directors of any such report which the Borrower prepared in connection with Administrative Agent receives from the annual audit referred to in Section 6.2Borrower.
(b) From Promptly upon receipt thereof, copies of any material notice or report received from the FCC or the FAA or any other Governmental Authority, or regarding any Material Towers.
(c) Annually, a certificate of insurance indicating that the requirements of SECTION 6.5 remain satisfied for such fiscal year.
(d) Annually, and in no event later than February 28 of any year, a copy of the Borrower's annual business plan on a quarterly basis and updated Projections for such fiscal year. The Administrative Agent agrees to provide to the Lenders a copy of any such plan which the Administrative Agent receives from the Borrower.
(e) In connection with any proposed Acquisition or Investment by the Borrower or any of its Restricted Subsidiaries, and otherwise from time to time and promptly upon each request, such data, certificates, reports, statements, documents documents, or further information reasonably available to the Borrower regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects operations, of the Borrower or any of its Restricted Subsidiaries, Subsidiaries as the Credit Parties through the Administrative Agent may reasonably request.
(cf) Upon To the reasonable request of extent not covered elsewhere in this Article 7, promptly after the Administrative Agent, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon requestsending thereof, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all material financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements other information which Holdco, Intermediate Holdco (other than on Form S-8 or a similar form) and prospectuses, if any), filed by the Borrower or any of its Restricted Subsidiaries with sends to any holder of its Funded Debt or its securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authoritywhich Holdco, Intermediate Holdco (iii) all press releases and other statements made available generally by if any), the Borrower or any of its Restricted Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; PROVIDED, HOWEVER, that with respect to filings with the Securities and Exchange Commission copies of such filings shall be deemed to have been provided to the public concerning material developments in Lenders upon the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt delivery of notice of (i) such filing to the Administrative Agent. The Administrative Agent agrees to provide to the Lenders any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any such notice of default or forfeiture a filing with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of Securities and Exchange Commission which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in Administrative Agent receives from the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoBorrower.
Appears in 1 contract
Sources: Credit Agreement (Spectrasite Inc)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the any Borrower or any Subsidiary of such Borrower in connection with an audit of such Borrower by the such Borrower’s 's independent public accountants regarding the Borroweraccountants, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.26.2 hereof.
(b) No later than March 1st of each year, a copy of the annual budget for the Borrowers, on a combined basis, for such calendar year, including the budget for Capital Expenditures.
(c) Promptly upon receipt thereof by an Authorized Officer, copies of any material notice or report regarding any License from the grantor of such License or regarding the System or any License from the Commission with respect to (i) the suspension, revocation or modification of any License, (ii) a denial of a request for a rate change, (iii) disciplinary proceedings involving the Borrowers or their Subsidiaries, (iv) notice of default or other non-compliance by the Borrowers or their Subsidiaries under any License, or (v) any similar event or occurrence.
(d) Promptly after the sending thereof, copies of all reports, statements and other information which the Limited Partners or Charter Holdings or any Limited Partner sends to any of its security holders generally or which it files with the Securities and Exchange Commission; provided, however, that if Charter Holdings ceases to be required to file financial statements with the Securities and Exchange Commission, the Borrowers shall provide to the Administrative Agent and the Lenders (i) within forty-five (45) days after the end of each calendar quarter, an unaudited balance sheet for each of the Limited Partners and Charter Holdings, and (ii) within one hundred twenty (120) days after the end of each calendar year an audited balance sheet for each of the Limited Partners and Charter Holdings.
(e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrower or any of its Restricted Borrowers and their Subsidiaries, as the Administrative Agent or any Lender reasonably may reasonably request.
(c) Upon the reasonable request of the Administrative Agent, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon request, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto.
Appears in 1 contract
Sources: Loan Agreement (Charter Communications Southeast Holdings Lp)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to Holdco or the Borrower by the Borrower’s their independent public accountants regarding Holdco or the Borrower, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.27.3.
(b) From Promptly upon receipt thereof, copies of any material notice or report received from the FCC or the FAA or any other Governmental Authority, or regarding any material Necessary Authorization from the grantor of such Necessary Authorization, or regarding any Material Towers.
(c) Annually, a certificate of insurance indicating that the requirements of Section 6.5 hereof remain satisfied for such fiscal year.
(d) Annually, and in no event later than January 31 of any year, a copy of the Borrower's annual business plan and updated financial projections for itself and its Subsidiaries for such fiscal year.
(e) In connection with any proposed Acquisition by the Borrower or any of its Subsidiaries, and otherwise from time to time and promptly upon each request, such data, certificates, reports, statements, documents documents, or further information reasonably available to the Borrower regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects operations, of the Borrower or any of its Restricted Subsidiaries, Subsidiaries as the Administrative Agent Credit Parties may reasonably request.
(cf) Upon To the reasonable request of extent not covered elsewhere in this Article 7, promptly after the Administrative Agent, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal year, together with, upon requestsending thereof, copies of any new or replacement insurance policies obtained during such year.
(d) Within seventy-five (75) days of the beginning of each fiscal year, the annual budget for the Borrower and its Restricted Subsidiaries on a quarter by quarter basis.
(e) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectusesinformation which Holdco, if any, filed by the Borrower or any of the Borrower's Subsidiaries sends to any holder of its Restricted Funded Debt or its securities or which Holdco, the Borrower or any of the Borrower's Subsidiaries with any securities exchange or files with the United States Securities and Exchange Commission or any governmental or private regulatory authority, national securities exchange.
(iiig) all press releases and other statements made Promptly after the same shall be available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in Borrower, a true and correct copy of any collective bargaining agreement to which the business employees of the Borrower or any of its Restricted Subsidiaries, (iv) any material non-routine correspondence or official notices received by the Borrower, or any of its Restricted Subsidiaries from the FCC or other communications regulatory authority, and (v) subject to Section 6.5, all material information filed by the Borrower or any of its Restricted Subsidiaries with the FCCbecome a party.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto.
Appears in 1 contract
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material final reports, if any, submitted to the board of directors (or audit committee of the board of directors) of the Borrower by the Borrowersuch Person’s independent public accountants regarding the Borrowersuch Person, including, without limitation, any final management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.2.;
(b) Promptly after receipt thereof, a copy of each audit (excluding routine audits by the Drug Enforcement Administration, the Centers for Disease Control and Prevention, the U.S. Department of Agriculture or the FDA) made by any Governmental Entity of the books and records of Borrower or any Restricted Subsidiary or of notice of any material noncompliance with any Applicable Law relating to Borrower or any Restricted Subsidiary, or its business;
(c) From time to time and promptly upon each requestwritten request by the Administrative Agent, such data, certificates, reports, statements, documents or reports and further information regarding the business, assets, liabilities, financial position, projections, and results of operations or business prospects of the Borrower or any of its Restricted Subsidiaries, as the Administrative Agent may reasonably request.
or the Required Lenders (c) Upon the reasonable request of through the Administrative Agent) may request, including, but not limited to, an itemization of extraordinary or non-recurring non-cash charges and other non-cash charges in the calculation of Consolidated EBITDA;
(d) Annually, certificates of insurance indicating that the requirements of Section 5.5 remain satisfied for such fiscal yearFiscal Year, together with, upon the Administrative Agent’s request, copies of any new or replacement insurance policies obtained during such year.Fiscal Year;
(de) Within seventy-five On or prior to the sixtieth (7560th) days of day after each Fiscal Year end, commencing with the beginning of each fiscal yearFiscal Year ending December 31, 2020, the annual budget for the Borrower and its Restricted Subsidiaries for the then current Fiscal Year, including forecasts of the income statement, the balance sheet and a cash flow statement for such Fiscal Year, on a quarter by quarter quarterly basis.;
(ef) Promptly upon their becoming availablereceipt thereof, copies of all agreements (iand any amendment or modification thereto) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the United States Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business of between the Borrower or any of its Restricted Subsidiaries, (iv) on the one hand, and any material non-routine correspondence or official notices received by Affiliate of the Borrower, on the other hand (other than transactions among the Borrower and its Restricted Subsidiaries) that could reasonably be expected to be material and adverse to the interests of the Lenders;
(g) Promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent by Borrower or any of Restricted Subsidiary to its Restricted Subsidiaries from the FCC stockholders or other communications regulatory authorityequity holders, and copies of each regular, periodic or special report, registration statement or prospectus (vincluding all Form 10-K, Form 10-Q and Form 8-K reports) subject to Section 6.5, all material information filed by Borrower or any Restricted Subsidiary with any securities exchange or the Securities and Exchange Commission or any successor agency; and
(h) Within ten (10) Business Days after the same are sent, a copy of any financial statement, report or notice which the Borrower or any of its Restricted Subsidiaries sends to any Person under or pursuant to or in connection with any Material Contract, in each case if such statement, report or notice relates to an event that has resulted or would reasonably be expected to result in an Event of Default or a Materially Adverse Effect; and, within ten (10) Business Days after the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held same are received by the Borrower or any of its Restricted Subsidiaries, or any notice copies of default or forfeiture with respect all notices sent to any such License, (ii) any complaint Person under or other matter filed with or communicated pursuant to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could connection with any such agreement or instrument which notice relates to an event that has resulted or would reasonably be expected to have result in a Default, an Event of Default or a Materially Adverse Effect, or (iii) any lapse, termination or relinquishment of any material License held by the Borrower or any of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) to renew or extend any such License, a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect thereto.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Whole Earth Brands, Inc.)
Copies of Other Reports. (a) Promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower or the Parent by the Borrower’s 's or the Parent's independent public accountants regarding the BorrowerBorrower or the Parent, including, without limitation, any management report submitted to the board of directors of the Borrower prepared in connection with the annual audit referred to in Section 6.26.2 hereof.
(b) Promptly upon receipt thereof, copies of any material adverse notice or report regarding any License from the FCC or any other governmental authority.
(c) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower or any of its Restricted the Borrower's Subsidiaries, as the Administrative Agent or any Lender may reasonably request.
(cd) Upon the reasonable request of the Administrative AgentAnnually, certificates of insurance indicating that the requirements of Section 5.5 hereof remain satisfied for such fiscal year, together with, upon request, with copies of any new or replacement insurance policies obtained during such year.
(de) Within seventy-five (75) days of the beginning Prior to March 31st of each fiscal year, the an annual budget for each year after 1999 for the Parent, the Borrower and its Restricted Subsidiaries on a quarter by quarter basisthe Borrower's Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent.
(ef) Promptly upon their becoming availableafter the sending thereof, copies of (i) all financial material statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders or by any Restricted Subsidiary to its security holders other than the Borrower or another Restricted Subsidiary, (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectusesmaterial non-proprietary information which the Parent, if any, filed by the Borrower or any of its Restricted the Borrower's Subsidiaries with any securities exchange sends to security holders of the Parent or the Borrower generally or files with the United States Securities and Exchange Commission or any governmental national securities exchange, or private regulatory authoritywould be required to file therewith if it were a registered reporting company.
(g) Within forty-five (45) days after the last day of each month prior to the delivery of financial statements of the Borrower, its Subsidiaries and the Parent as required pursuant to Section 6.1 hereof, (iiii) the balance sheet of the Borrower on a consolidated basis with its Subsidiaries and the Parent as at the end of such month, and the related statements of operations of the Borrower on a consolidated basis with its Subsidiaries and the Parent, certified by the chief financial officer of the Borrower to have been prepared in accordance with GAAP and to present fairly in all press releases material respects the financial position of the Borrower, its Subsidiaries and other statements made available generally by the Parent on a consolidated basis as at the end of such month and the results of operations for such month, subject only to normal year-end and audit adjustments and the absence of notes thereto, and (ii) a certificate of the chief financial officer of the Borrower setting forth (A) the aggregate number of Subscribers at the end of the calendar month preceding such calendar month and (B) the aggregate number of Subscribers at the end of such calendar month,.
(h) Within five (5) Business Days after the same are sent, a copy of any financial statement, report or notice which the Parent, the Borrower or any of its Restricted Subsidiaries to the public concerning material developments in the business Subsidiary of the Borrower sends to any Person under or any of its Restricted Subsidiariespursuant to or in connection with the Securities Purchase Agreement, (iv) any material non-routine correspondence or official notices received by the BorrowerNetwork License Agreement, the Stockholders Agreement, the Roaming Agreement, the Resale Agreement, or any of its Restricted Subsidiaries from the FCC other PCS Document, in each case if such statement, report or other communications regulatory authority, and (v) subject notice relates to Section 6.5, all material information filed by the Borrower an event that has resulted or any of its Restricted Subsidiaries with the FCC.
(f) Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any material License held by the Borrower or any of its Restricted Subsidiaries, or any notice of default or forfeiture with respect to any such License, (ii) any complaint or other matter filed with or communicated to the FCC or other Governmental Authority of which the Borrower and any of its Restricted Subsidiaries has knowledge which, individually or in the aggregate, could reasonably be expected to have result in a Default, an Event of Default or a Materially Adverse Effect; and, or within five (iii5) any lapseBusiness Days after the same are received by the Parent, termination or relinquishment of any material License held by the Borrower or any Subsidiary, copies of its Restricted Subsidiaries, or any refusal by any Governmental Authority or agency (including the FCC) all notices sent to renew or extend any such LicensePerson under or pursuant to or in connection with any such agreement or instrument which notice relates to an event that has resulted or could reasonably be expected to result in a Default, an Event of Default or a certificate specifying the nature of such event, the period of existence thereof, and what action the Borrower and its Restricted Subsidiaries are taking and propose to take with respect theretoMaterially Adverse Effect.
Appears in 1 contract
Sources: Loan Agreement (Tritel Finance Inc)