Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ will deliver to each of the Lenders: (a) as soon as practicable, but in any event not later than one hundred five (105) days after the end of each fiscal year of Holdings, the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles, and as to the consolidated statements certified without qualification by Deloitte & Touche LLP or by other independent certified public accountants satisfactory to the Agent; (b) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of Holdings, unaudited monthly consolidated financial statements of Holdings and its Subsidiaries for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with a certification by the principal financial or accounting officer of Holdings that the information contained in such financial statements fairly presents the financial condition of Holdings and its Subsidiaries on the date thereof (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month; (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial or accounting officer of Holdings in substantially the form of Exhibit G hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date; (d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of Holdings; and (e) from time to time such other financial data and information (including accountants' management letters of substance) as the Agent or any Lender may reasonably request.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Russell-Stanley Holdings Inc)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Company will deliver to each of the LendersPurchaser:
(a) as soon as practicableavailable, but in any event not later than one hundred five (105) within 90 days after the end of each fiscal year of Holdingsthe Company, a copy of the audited consolidated balance sheet of Holdings the Company and its consolidated Subsidiaries as at of the end of such year, the year and the related audited consolidated statement statements of income income, of stockholders' equity and consolidated statement of cash flow flows for such year, each setting forth in each case in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detailyear, prepared in accordance together with Generally Accepted Accounting Principles, and as to the consolidated statements certified without qualification by Deloitte & Touche LLP or by other opinion of independent certified public accountants satisfactory of nationally recognized standing, which opinion shall not contain a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit or qualification which would affect the computation of financial covenants contained herein other than a qualification of consistency due to a change in the Agentapplication of GAAP with which the Company's independent certified public accountants concur;
(b) as soon as practicable, available but in any event within thirty (30) not later than 45 days after the end of each month in quarterly accounting period (including the quarterly accounting period for the last quarter of each fiscal year year), the unaudited consolidated balance sheet of Holdings, unaudited monthly consolidated financial statements of Holdings the Company and its consolidated Subsidiaries for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with a certification by the principal financial or accounting officer of Holdings that the information contained in such financial statements fairly presents the financial condition of Holdings and its Subsidiaries on the date thereof (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days as of the end of each such month;
(c) simultaneously with month and the delivery related unaudited consolidated statements of income and of stockholders' equity of the financial statements referred to Company and its consolidated Subsidiaries for such month and the portion of the fiscal year through such date setting forth in subsections each case in comparative form the figures for the previous year, and including in each case (ai) and (b) (the relevant figures broken down with respect to each division of the end Company and its Subsidiaries, and (ii) a listing of each calendar quarter) aboveall residential and commercial lots, a statement land under development and unsold lots, all of the foregoing certified by the principal financial or accounting officer of Holdings the Company being fairly stated in substantially all material respects, subject to year-end audit adjustments;
(c) concurrently with the delivery of each financial statement referred to in Section 6.4(a) above and each financial statement referred to in Section 6.4(b) above, a certificate of the principal financial or accounting officer of the Company in form and substance satisfactory to the Purchaser and stated to have been made after due examination by such officer (i) stating that, to the best of Exhibit G hereto such officer's knowledge, the Company and setting each of its Subsidiaries during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the Note to be observed, performed or satisfied by it, and that such officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) showing in detail the calculations supporting such statement in respect of the covenants set forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 6.12, Section 7.1, Section 7.3, Section 7.4, Section 7.5 and Section 7.6, and (iii) showing in detail the outstanding voting capital stock of the Company owned or controlled by the Persons described in clause (b) of the definition of the term "Change of Control" as of the Funding Date and as of the date of such financial statement, and indicating the percentage reduction, if applicable) reconciliations to reflect changes any, in Generally Accepted Accounting Principles since the Balance Sheet amount of shares owned or controlled by such Persons as of the date of such statement from the amount of shares owned or controlled as of the Funding Date;; and
(d) contemporaneously with promptly after the filing or mailing thereofsame are sent, copies of all material financial statements, reports and notices which the Company or any of its Subsidiaries sends to its stockholders as stockholders and, so long as the Company is a financial nature filed with reporting company under the Securities Exchange Act of 1934, promptly after the same are filed, copies of all financial statements which the Company may make to, or file with, and Exchange Commission copies of all material notices the Company receives from, the SEC or sent any public body succeeding to any or all of the stockholders functions of Holdings; and
the SEC. The financial statements described in Section 6.4(a) and (eb) from time shall be complete and correct in all material respects and prepared in reasonable detail and in accordance with GAAP (except, in the case of the financial statements referred to time in Section 6.4(b), that such other financial data statements need not contain footnotes and information may be subject to year-end adjustments). The Company will permit any person designated by the Purchaser, at the Purchaser's expense, to visit and inspect the properties and the books and records of the Company and its Subsidiaries, to examine the Company's and its Subsidiaries' records (including accountants' management letters and to make copies thereof and extracts therefrom), and to discuss the affairs and finances of substance) the Company and its Subsidiaries, all at such reasonable times and intervals as the Agent or any Lender Purchaser may reasonably request.
Appears in 1 contract
Sources: Note Purchase Agreement (M I Schottenstein Homes Inc)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to the Administrative Agent and each of the LendersSecured Party:
(a) as soon as practicable, but in any event not later than one hundred five twenty (105120) days after the end of each fiscal year of Holdingsthe Borrower, the consolidated balance sheet of Holdings (i) the Borrower and (ii) CAI and its Subsidiaries Subsidiaries, in each case, as at the end of such year, and the related consolidated and consolidating statement of income and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting PrinciplesGAAP, audited and certified, without qualification and without an expression of uncertainty as to the consolidated statements certified without qualification ability of the Borrower or CAI, as the case may be, to continue as going concerns, by Deloitte & Touche Deloitte, LLP, KPMG, LLP or by other independent certified public accountants reasonably satisfactory to the Administrative Agent;
(b) as soon as practicable, but in any event within thirty not later than sixty (3060) days after the end of each month of the fiscal quarters of the Borrower and CAI, copies of the unaudited consolidated balance sheet of (i) the Borrower and (ii) CAI and its Subsidiaries, in each case as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for the portion of the Borrower’s or CAI’s, as the case may be, fiscal year of Holdingsthen elapsed, unaudited monthly consolidated financial statements of Holdings all in reasonable detail and its Subsidiaries for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such periodGAAP, together with a certification by the principal financial or accounting officer of Holdings the Borrower or CAI, as the case may be, that the information contained in such financial statements fairly presents in all material respects the financial condition position of Holdings the Borrower or CAI and its Subsidiaries Subsidiaries, as the case may be, on the date thereof (subject to normal year-end adjustmentsadjustments made in accordance with GAAP and the absence of footnotes), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, (i) a statement certified by the principal financial or accounting officer of Holdings the Borrower in substantially the form of Exhibit G D hereto (a “Compliance Certificate”), (ii) end of period utilization rates and setting forth per diem rental rate information with respect to all Containers in reasonable detail computations evidencing compliance with the covenants contained in Section 12 Borrower Fleet, and (if applicableiii) reconciliations to reflect changes the number and types of Containers in Generally Accepted Accounting Principles since the Balance Sheet DateBorrower Fleet and the aggregate Net Book Value and Original Equipment Cost of all Containers in the Borrower Fleet, in each case at the end of such fiscal quarter or year, as the case may be;
(d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed by CAI or any of its Subsidiaries with the Securities and Exchange Commission or sent to the stockholders of Holdings; andCommission;
(e) on each Determination Date and (ii) at least five (5) Business Days prior to the date of any removal or sale of any assets not made in the ordinary course of business from the Borrowing Base, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, sale date or other date as may reasonably be requested by the Administrative Agent;
(f) on each Determination Date, a Manager Report;
(g) from time to time such other financial data and information (including accountants' ’ management letters of substanceletters) as the Administrative Agent or any Lender may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each of the Lenders:
(a) as soon as practicableavailable, but in any event within ninety (90) days after the end of each Fiscal Year of the Borrower, a copy of the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations, stockholders' equity and cash flows for such year, setting forth in each case in comparative form, the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or any other nationally recognized accounting firm;
(b) as soon as available, but in any event not later than one hundred five sixty (10560) days after the end of each fiscal year of Holdingsthe first three Fiscal Quarters of each Fiscal Year of the Borrower, commencing with the end of FQ2 2004, the unaudited consolidated balance sheet of Holdings the Borrower and its consolidated Subsidiaries as at the end of such year, Fiscal Quarter and the related unaudited consolidated statement statements of income operations, stockholders' equity and cash flows of the Borrower and its consolidated statement of cash flow Subsidiaries for such yearFiscal Quarter and the portion of the Fiscal Year through the end of such Fiscal Quarter, each setting forth in each case in comparative form form, the figures for the previous fiscal year and all such consolidated statements to be in reasonable detailyear, prepared in accordance with Generally Accepted Accounting Principles, and as to the consolidated statements certified without qualification by Deloitte & Touche LLP or by other independent a certified public accountants satisfactory to the Agent;
(b) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of Holdings, unaudited monthly consolidated financial statements of Holdings and its Subsidiaries for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with a certification by the principal financial or accounting officer of Holdings that the information contained in such financial statements fairly presents the financial condition of Holdings Borrower and its Subsidiaries on the date thereof as being fairly stated in all material respects (subject to normal year-end audit adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(d) as soon as available, but in any event within sixty (60) days after the beginning of each Fiscal Year of the Borrower to which such budget relates, an annual operating budget of Borrower and its Subsidiaries, on a consolidated basis, as adopted by the Board of Directors of the Borrower;
(e) concurrently with the delivery of the consolidated financial statements referred to in subsection Section 8.4(a), a letter from the independent certified public accountants reporting on such financial statements stating that in making the examination necessary to express their opinion on such financial statements no knowledge was obtained of any Default or Event of Default, except as specified in such letter;
(f) concurrently with the delivery of the financial statements referred to in subsections (aSection 8.4(a) and (b) (with respect to the end of each calendar quarter) above), a statement certified by certificate of the principal financial or accounting officer of Holdings the Borrower in substantially the form of Exhibit G C hereto (a "Compliance Certificate")
(i) stating that, to the best of such officer's knowledge, each of the Borrower and setting forth in reasonable detail computations evidencing compliance with the its - Subsidiaries has observed or performed all of its covenants and other agreements, and satisfied every applicable condition, contained in this Credit Agreement, the Notes and the other Loan Documents to be observed, performed or satisfied by it, and that such officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) showing in detail as of the end of the related fiscal period the figures and calculations supporting such statement in respect of Section 12 10, clause (h) of Section 9.3, clause (c) of Section 9.4 and Section 9.5.2(e), (iii) if not specified in the financial statements delivered pursuant to this Section 8.4, specifying on a consolidated basis the aggregate amount of interest paid or accrued by the Borrower and its Subsidiaries, and the aggregate amount of depreciation, depletion and amortization charged on the books of the Borrower and its Subsidiaries, during such accounting period, and (if applicableiv) reconciliations to reflect changes showing in Generally Accepted Accounting Principles since detail as of the Balance Sheet Date;end of the related fiscal period the Fixed Charge Coverage Ratio, the Leverage Ratio, the Total Capitalization Ratio and Consolidated Net Worth of the Borrower and its Subsidiaries and the calculations supporting such statement and stating the Applicable Margin and commitment fee payable as a result of such Total Capitalization Ratio.
(dg) contemporaneously with the filing or mailing promptly upon receipt thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent final reports submitted to the stockholders Borrower by independent certified public accountants in connection with each annual, interim or special audit of Holdingsthe books of the Borrower made by such accountants, including, without limitation, any final comment letter submitted by such accountants to management in connection with their annual audit; and
(eh) promptly, such additional financial and other information as any Lender may from time to time reasonably request. All financial statements shall be prepared in reasonable detail in accordance with GAAP (provided that interim statements may be condensed and may exclude detailed footnote disclosure) applied consistently throughout the periods reflected therein and with prior periods (except as concurred in by such other financial data and information (including accountants' management letters of substance) accountants or officer, as the case may be, and disclosed therein and except that interim financial statements need not be restated for changes in accounting principles which require retroactive application, and operations which have been discontinued (as defined in Accounting Principles Board Opinion No. 30) during the current year need not be shown in interim financial statements as such either for the current period or comparable prior period). In the event the Borrower changes its accounting methods because of changes in GAAP, or any change in GAAP occurs which increases or diminishes the protection and coverage afforded to the Lenders under current GAAP accounting methods, the Borrower or the Administrative Agent, as the case may be, may request of the other parties to this Agreement an amendment of the financial covenants contained in this Credit Agreement to reflect such changes in GAAP and to provide the Lenders with protection and coverage equivalent to that existing prior to such changes in accounting methods or GAAP, and each of the Borrower, the Administrative Agent and the Lenders agree to consider such request in good faith. Documents required to be delivered pursuant to Section 8.4(a), (b) or (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 1; or (ii) on which such documents are posted on the Borrower's behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender may reasonably requestthat requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred ninety-five (10595) days after the end of each fiscal year of Holdings, the Borrower:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Borrower as at the end of such fiscal year, and ;
(ii) the related consolidating balance sheet of the Borrower as at the end of such fiscal year;
(iii) the consolidated statement of income and consolidated statement of cash flow flows of the Borrower for such fiscal year, each setting ; and
(iv) the consolidating statement of income and consolidating statement of cash flows of the Borrower for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.4(a) shall (i) set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (ii) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting Principles, GAAP based on the records and books of account maintained as provided in Section 6.3; (iii) as to items (i) and (iii) above, be accompanied by a certification by the consolidated principal financial or accounting officer of the Borrower that the information contained in such financial statements certified presents fairly in all material respects the financial position of the Borrower and the Consolidated Subsidiaries on the date thereof and results of operations and cash flows of the Borrower and the Consolidated Subsidiaries for the periods covered thereby; and (iv) as to items (i) and (iii) above, be certified, without qualification limitation as to scope, by Deloitte & Touche KPMG Peat Marwick LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and shall be accompanied by a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Borrower has failed to comply with the terms, covenants, provisions or conditions of Section 6.3, Section 7, and Section 8 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance;
(b) as soon as practicable, but in any event within thirty not later than fifty (3050) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Borrower, (i) the unaudited monthly interim condensed consolidated financial statements balance sheet of Holdings the Borrower as at the end of such fiscal quarter, and its Subsidiaries (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Borrower for such monthfiscal quarter and for the portion of the Borrower's fiscal year then elapsed, each all in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison Rule 10-01 of Regulation S-X of the current figures with the figures contained in the Borrowers' business plan for such periodSecurities and Exchange Commission, together with a certification by the principal financial or accounting officer of Holdings that the information contained Borrower that, in such financial statements fairly presents the opinion of management of the Borrower, all adjustments necessary for a fair presentation of (A) the results of operations of the Borrower for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Borrower at the date thereof thereof, and (C) the cash flows of the Borrower for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of Holdings the Borrower in substantially the form of Exhibit G K hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 8 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 1998;
(d) contemporaneously with promptly after the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders holders of Holdingsthe Equity Securities of the Borrower; and
(e) from time to time such other financial data and information (including accountants' management letters of substanceletters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request; provided, however, that each of the Administrative Agent and the Banks agrees that with respect to any data and information obtained by it as a result of any request pursuant to this clause (e) (and with respect to any other data and information that is by the terms of this Credit Agreement to be held subject to this Section 6.4(e)), to the extent that such data and information has not theretofore otherwise been disclosed in such a manner as to render such data and information no longer confidential, each of the Administrative Agent and the Banks will use its reasonable efforts (consistent with its established procedures) to reasonably maintain (and cause its employees and officers to maintain) the confidential nature of the data and information therein contained; provided, however, that anything herein contained to the contrary notwithstanding, each of the Administrative Agent and the Banks may, to the extent necessary, disclose or disseminate such data and information to: (i) its employees, Affiliates, directors, agents, attorneys, accountants, auditors, and other professional advisers who would ordinarily have access to such data and information in the normal course of the performance of their duties in accordance with the Administrative Agent's or such Bank's customary procedures relating to confidential information; (ii) such third parties as it may, in its discretion, deem reasonably necessary or desirable (A) in connection with or in response to any Government Mandate or request of any Government Authority, or (B) in connection with any Proceeding pending (or on its face purported to be pending) before any Government Authority (including Proceedings involving the Borrower); (iii) any prospective purchaser, participant or investment banker in connection with the resale or proposed resale of any portion of the Loans, or of a participation therein, who shall agree in writing to accept such information subject to the provisions of this clause (e); (iv) any Person holding the Equity Securities or Funded Debt of the Administrative Agent or such Bank who, subject to the provisions of this clause (e), shall have requested to inspect such information; and (v) any Entity utilizing such information to rate or classify the Equity Securities or Funded Debt of the Administrative Agent or such Bank or to report to the public concerning the industry of which the Administrative Agent or such Bank is a part; provided, however, that none of the Administrative Agent and the Banks shall be liable to the Borrower or any other Person for damages arising hereunder from the disclosure of non- public information despite its reasonable efforts in accordance with the provisions of this clause (e) or from a failure by any other party to perform and observe its covenants in this clause (e).
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliance Capital Management Lp Ii)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each the Agents and any Lender upon request of such Lender (made through the Lenders:Agents):
(a) within five (5) days after the filing with the Securities and Exchange Commission of the Borrower’s Annual Report on Form 10-K (or such similar report to be filed for a “foreign private issuer” as soon as practicable, but defined by applicable Securities Laws) with respect to each fiscal year (and in any event not later than within one hundred five (105100) days after the end of each such fiscal year of Holdingsyear), the consolidated balance sheet sheets of Holdings and its Subsidiaries the Consolidated Group as at the end of such year, and the related consolidated statement statements of income and consolidated statement cash flows of cash flow for such yearthe Consolidated Group, each setting forth in comparative form the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting PrinciplesGAAP and audited and accompanied by a report and opinion of the Accountants, which report and opinion shall state that such financial statements present fairly the financial position of the Consolidated Group and shall not be subject to any qualification as to going concern or the consolidated statements certified without qualification by Deloitte & Touche LLP or by other independent certified public accountants satisfactory to scope of the Agentaudit;
(b) within five (5) days after the filing with the Securities and Exchange Commission of the Borrower’s Quarterly Report on Form 10-Q (or such similar report to be filed for a “foreign private issuer” as soon as practicable, but defined by applicable Securities Laws) with respect to each of the first three (3) fiscal quarters of each fiscal year (and in any event within thirty (30) 55 days after the end of each month in each such fiscal year quarter), copies of Holdingsthe consolidated balance sheets of the Consolidated Group as at the end of such fiscal quarter, unaudited monthly and the related consolidated financial statements of Holdings income and its Subsidiaries for cash flows of the Consolidated Group as at the end of such monthquarter, each subject to normal year-end adjustments and the absence of footnotes, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP subject to normal year-end adjustments and the absence of footnotes, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with a certification by the principal financial or accounting officer of Holdings CFO that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present in all material respects the consolidated financial condition of Holdings and its Subsidiaries the Consolidated Group as at the close of business on the date thereof (subject to year-end adjustments), provided that and the results of operations for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such monthperiod then ended;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (above, a Compliance Certificate certified by the CFO that the Consolidated Group is in compliance with respect to the covenants contained in Sections 7.01(b), 7.02(j) and 7.14 as of the end of each calendar quarter) abovethe applicable period, a statement certified by the principal financial or accounting officer of Holdings in substantially the form of Exhibit G hereto and setting forth in reasonable detail computations evidencing compliance such compliance; provided, that if the Borrower shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Lenders a certificate specifying the nature and period of existence thereof and what action the Borrower propose to take with the covenants contained in Section 12 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Daterespect thereto;
(d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the U.S. Securities and Exchange Commission (or the Canadian equivalent thereof) or sent to the stockholders of Holdingsthe Borrower; and
(e) from time to time time, such other financial data and other information (including accountants' ’ management letters and a copy of substancethe Borrower’s annual budget and projections for any fiscal year) as the Agent or any Lender Lenders may reasonably request. The Borrower shall be deemed to have delivered reports and other information referred to in clauses (a), (b), and (d) of this Section 6.04 when (A) such reports or other information have been posted on the Internet website of the Securities and Exchange Commission (h▇▇▇://▇▇▇.▇▇▇.▇▇▇) (or, if applicable, the Canadian equivalent thereof) or on Borrower’s Internet website as previously identified to the Agents and Lenders and (B) the Borrower has notified the Agents by electronic mail of such posting. The Borrower hereby acknowledges that (a) the Agents and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on, IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agents , the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or their securities for purposes of United States Federal, Canadian Federal, provincial, territorial and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Agents and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to m▇▇▇ any Borrower Materials “PUBLIC.”
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Borrower will deliver to each of the Lenders:
(a) as soon as practicable, but in any event not later than one hundred five ninety (10590) days after the end of each fiscal year of HoldingsBorrower, the consolidated audited balance sheet sheets of Holdings Borrower and its Subsidiaries as of the Company at the end of such year, and the related consolidated statement audited statements of income operations and consolidated statement statements of cash flow flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting PrinciplesPrinciples on a consolidated basis including Borrower and the Related Companies, and as to the consolidated statements certified accompanied by an auditor's report prepared without qualification by Deloitte Ernst & Touche LLP Young or by other independent another "Big Four" accounting firm, or, subject to Agent's approval granted or denied in its sole and absolute discretion, another certified public accountants satisfactory to the Agentaccounting firm of recognized national standing;
(b) as soon as practicable, but in any event within thirty not later than forty-five (3045) days after the end of each month in each of the first three (3) fiscal quarters of Borrower, copies of the unaudited balance sheets of Borrower and of the Company as at the end of such quarter, and the related unaudited statements of operations for the portion of Borrower's fiscal year of Holdingsthen elapsed, unaudited monthly consolidated financial statements of Holdings all in reasonable detail and its Subsidiaries for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with a certification by the principal financial or accounting officer of Holdings the Company that the information contained in such financial statements fairly presents the financial condition position of Holdings Borrower and its Subsidiaries of the Company on the date thereof (subject to year-end adjustments); provided, provided however, that for so long as Borrower and the months of March, June, September and DecemberCompany are filing form 10-Q with the SEC, the above described financial statements delivery of a copy thereof pursuant to paragraph (e) of this § 7.4 shall be delivered within 45 days of the end of such monthdeemed to satisfy this paragraph (b);
(c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for the Unencumbered Assets, prepared on a basis consistent with the statements furnished pursuant to § 6.4(c), and certified by a Responsible Officer of the Company and, at the time of the annual financial statements referred to in subsection (a) above, and at the time of quarterly financial statements referred to in subsection (b) above if requested by Agent, a consolidating statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Asset listed by address;
(d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial or accounting officer of Holdings in substantially the form of Exhibit G C hereto signed by a Responsible Officer of the Company (on behalf of Borrower) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date;
(de) contemporaneously as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to Agent simultaneously with the filing thereof with the SEC;
(f) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the stockholders shareholders of Holdings; andthe Company or to the limited partners of Borrower and copies of all corporate press releases promptly upon the issuance thereof;
(eg) from time to time such other financial data and information as Agent may reasonably request including, without limitation, financial statements of any Unconsolidated Entities;
(including accountants' management letters of substanceh) from time to time such environmental assessment reports as to the Unencumbered Assets as Agent or any Lender may reasonably request.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Sl Green Realty Corp)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Company will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred ninety-five (10595) days after the end of each fiscal year of Holdingsthe Company, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Company, as at the end of such fiscal year, and ;
(ii) the related consolidated statement of income and consolidated statement of cash flow flows of the Company for such fiscal year ;
(iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as at the end of such fiscal year ; and
(iv) the statement of income and statement of cash flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), each setting set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (II) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to the consolidated statements certified without qualification scope, by Deloitte & Touche PricewaterhouseCoopers LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance;
(b) as soon as practicable, but in any event within thirty not later than fifty (3050) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Company, (i) the unaudited monthly interim condensed consolidated balance sheet of the Company as at the end of such fiscal quarter, and (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and for the portion of the Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements of Holdings reported in the Company’s most recent Form 10-K filed with the Securities and its Subsidiaries for such month, each Exchange Commission and prepared in accordance with Generally Accepted Accounting PrinciplesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, and each including a comparison footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of the current figures with the figures contained in the Borrowers' business plan for such periodconsolidating Excluded Funds, together with if applicable, and concurrently therewith a certification by the principal financial or accounting officer of Holdings that the information contained Company that, in such financial statements fairly presents the opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of Holdings the Company in substantially the form of Exhibit G H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 8 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 2009;
(de) contemporaneously with promptly after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature filed with the Securities and Exchange Commission statement or other report or communication sent to the stockholders holders of HoldingsEquity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and
(ef) from time to time such other financial data and information (including accountants' ’ management letters of substanceletters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein L.P.)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Purchaser will deliver to each of the LendersLiquidator:
(a) (i) as soon as practicable, but in any event not later than one hundred five twenty (105120) days after the end of each fiscal year of Holdingsthe Purchaser, the consolidated balance sheet Statutory Annual Financial Statements of Holdings the Purchaser for such fiscal year, in each case to be delivered to the Liquidator simultaneously with the delivery of such financial statements to the Insurance Department, and its Subsidiaries as at (ii) simultaneously with delivery to the Insurance Department and in any event not later than one hundred eighty (180) days after the end of each fiscal year of the Purchaser, the audited Statutory Annual Financial Statements of the Purchaser prepared by a nationally recognized accounting firm for such fiscal year, together with an actuarial opinion prepared by a nationally recognized actuary and the related consolidated statement of income management discussion and consolidated statement of cash flow for such year, each setting forth in comparative form the figures analysis for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principles, and as to the consolidated statements certified without qualification by Deloitte & Touche LLP or by other independent certified public accountants satisfactory to the AgentPurchaser;
(b) as soon as practicable, but in any event within thirty not later than sixty (3060) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdings, unaudited monthly consolidated financial statements the Purchaser (i) copies of Holdings and its Subsidiaries the Statutory Quarterly Financial Statements of the Purchaser for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such periodfiscal quarter, together with a certification by the principal financial or accounting officer of Holdings the Purchaser that the information contained in such financial statements fairly presents the financial condition position of Holdings and its Subsidiaries the Purchaser on the date thereof (except for provisions for footnotes, reserves and accruals and subject to year-year- end adjustments), provided that for in each case to be delivered to the months Liquidator simultaneously with the delivery of March, June, September and December, the above described such financial statements shall be delivered within 45 days of to the end of such monthInsurance Department;
(c) the financial statements referred to in Sections 8.4 (a) and (b) hereof shall include a presentation with respect to the Disputed Claim Reserve;
(d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial or accounting officer of Holdings in substantially the form of Exhibit G hereto and Purchaser (a “Compliance Certificate”) setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 Article X as of the end of the period then ended and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles SAP since the Balance Sheet Date;
(de) contemporaneously with not later than one hundred twenty (120) days after the filing or mailing thereofbeginning of each fiscal year of the Purchaser, an actuarial opinion (accompanied by reasonably sufficient detail) as to the adequacy of the Disputed Claim Reserve as at the last day of such fiscal year. Each such opinion shall be prepared and delivered by an actuary of recognized national standing. Each such opinion shall be in scope and detail reasonably satisfactory to the Liquidator;
(f) copies of all material accountants’ management letters within ten (10) days of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of Holdingsreceipt thereof; and
(eg) from time to time promptly after request, such other financial data and information (including accountants' management letters of substance) as the Agent or any Lender Liquidator may reasonably requestrequest from time to time.
Appears in 1 contract
Sources: Purchase Agreement
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrowers will deliver to each of the LendersBank:
(a) as soon as practicable, but in any event not later than the earlier of (i) five (5) days after filing the same with the Securities and Exchange Commission or (ii) one hundred five twenty (105120) days after the end of each fiscal year of Holdings▇▇▇▇▇▇ US, ▇▇▇▇▇▇ US shall (x) post on its website the consolidated balance sheet of Holdings ▇▇▇▇▇▇ US and its Subsidiaries Subsidiaries, as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principlesgenerally accepted accounting principles, and as to the consolidated statements certified without qualification (other than a qualification regarding changes in generally accepted accounting principles) by Deloitte Ernst & Touche Young LLP or by other independent certified public accountants satisfactory to the AgentBank, and (y) notify the Bank that ▇▇▇▇▇▇ US has posted such information on its website;
(b) as soon as practicable, but in any event within thirty not later than sixty (3060) days after the end of each month in each of the fiscal year quarters of Holdings▇▇▇▇▇▇ US, copies of the unaudited monthly consolidated financial statements balance sheet of Holdings ▇▇▇▇▇▇ US and its Subsidiaries as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for such monthfiscal quarter and for the portion of ▇▇▇▇▇▇ US's fiscal year then elapsed, each setting forth in comparative form the figures for the comparable periods in the previous fiscal year (where applicable), all such consolidated statements to be in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such periodgenerally accepted accounting principles, together with a certification by the a principal financial or accounting officer of Holdings ▇▇▇▇▇▇ US that the information contained in such financial statements fairly presents the financial condition position of Holdings ▇▇▇▇▇▇ US and its Subsidiaries on the date thereof (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the a principal financial or accounting officer of Holdings ▇▇▇▇▇▇ US in substantially the form of Exhibit G C hereto and (a "Compliance Certificate") setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 §9 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles generally accepted accounting principles since the Balance Sheet Date;
(d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of Holdings▇▇▇▇▇▇ US;
(e) not later than May 1 of each year, (i) a budget for the fiscal year of ▇▇▇▇▇▇ US and (ii) projections of ▇▇▇▇▇▇ US and its Subsidiaries for the current fiscal year and the two (2) subsequent fiscal years, updating those projections delivered to the Bank and referred to in §6.4.3 or, if applicable, updating any later such projections delivered pursuant to this §7.4(e); and
(ef) from time to time such other financial data and information (including a standard annual accountants' management letters of substanceletter) as the Agent or any Lender Bank may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower --------------------------------------------------- will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred five ninety (10590) days after the end of each fiscal year of Holdings, the Borrower:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Borrower as at the end of such fiscal year, and ;
(ii) the related consolidating balance sheet of the Borrower as at the end of such fiscal year;
(iii) the consolidated statement of income and consolidated statement of cash flow flows of the Borrower for such fiscal year, each setting ; and
(iv) the consolidating statement of income and consolidating statement of cash flows of the Borrower for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.4(a) shall (w) set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (x) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting Principles, GAAP based on the records and books of account maintained as provided in Section 6.3; (y) as to items (i) and (iii) above, be accompanied by a certification by the consolidated principal financial or accounting officer of the Borrower that the information contained in such financial statements certified presents fairly in all material respects the financial position of the Borrower and its Subsidiaries on the date thereof and results of operations and cash flows of the Borrower and its Subsidiaries for the periods covered thereby; and (z) as to items (i) and (iii) above, be certified, without qualification limitation as to scope, by Deloitte & Touche LLP or by other a firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and shall be accompanied by a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Borrower has failed to comply with the terms, covenants, provisions or conditions of Section 6.3 or Section 7 of this Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance;
(b) as soon as practicable, but in any event within thirty not later than forty-five (3045) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Borrower, (i) the unaudited monthly interim consolidated financial statements balance sheet of Holdings the Borrower as at the end of such fiscal quarter, and its Subsidiaries (ii) the unaudited interim consolidated statement of income and unaudited interim consolidated statement of cash flow of the Borrower for such monthfiscal quarter and for the portion of the Borrower's fiscal year then elapsed, each all in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison Rule 10-01 of Regulation S-X of the current figures with the figures contained in the Borrowers' business plan for such periodSecurities and Exchange Commission, together with a certification by the principal financial or accounting officer of Holdings that the information contained Borrower that, in such financial statements fairly presents the opinion of management of the Borrower, all adjustments necessary for a fair presentation of (A) the results of operations of the Borrower for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Borrower at the date thereof thereof, and (C) the cash flows of the Borrower for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial or officer, chief accounting officer or treasurer of Holdings the Borrower in substantially the form of Exhibit G F hereto and setting --------- forth in reasonable detail computations evidencing the Borrower's compliance with the covenants contained in Section 12 7.13 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 1996;
(d) contemporaneously with promptly after the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders holders of Holdings; andthe Equity Securities of the Borrower;
(e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a report of the ownership of Equity Securities of the Borrower as of the end of such fiscal quarter or fiscal year; and (f) from time to time such other financial data and information (including accountants' management letters of substanceletters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request.
Appears in 1 contract
Sources: Long Term Credit Agreement (Pimco Advisors Holdings Lp)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Company will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred ninety-five (10595) days after the end of each fiscal year of Holdingsthe Company, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Company, as at the end of such fiscal year, and ;
(ii) the related consolidated statement of income and consolidated statement of cash flow flows of the Company for such fiscal year;
(iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, each setting as at the end of such fiscal year ; and
(iv) the statement of income and statement of cash flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (II) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to the consolidated statements certified without qualification scope, by Deloitte & Touche PricewaterhouseCoopers LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent;, and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance; 29 Americas 91904575 (2K)
(b) as soon as practicable, but in any event within thirty not later than fifty (3050) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Company, (i) the unaudited monthly interim condensed consolidated balance sheet of the Company as at the end of such fiscal quarter, and (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and for the portion of the Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements of Holdings reported in the Company’s most recent Form 10-K filed with the Securities and its Subsidiaries for such month, each Exchange Commission and prepared in accordance with Generally Accepted Accounting PrinciplesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, and each including a comparison footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of the current figures with the figures contained in the Borrowers' business plan for such periodconsolidating Excluded Funds, together with if applicable, and concurrently therewith a certification by the principal financial or accounting officer of Holdings that the information contained Company that, in such financial statements fairly presents the opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) concurrently with the delivery of the financial statements referred to in Section 6.2(b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(d) simultaneously with the delivery of the financial statements referred to in subsections Sections 6.2(a)(i) and (aii) and (b) (with respect to the end of each calendar quarter) above, a statement compliance certificate certified by the principal financial officer, treasurer or accounting officer general counsel of Holdings the Company in substantially the form of Exhibit G C hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 8 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 2015;
(de) contemporaneously with promptly after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature filed with the Securities and Exchange Commission statement or other report or communication sent to the stockholders holders of HoldingsEquity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and
(ef) from time to time such other financial data and information (including accountants' ’ management letters of substanceletters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and 30 Americas 91904575 (2K) who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein L.P.)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each of the Lenders:
(a) as soon as practicable, but in any event not later than one hundred five twenty (105120) days after the end of each fiscal year of Holdingsthe Borrower, the consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such year, and the related consolidated and consolidating statement of income and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting PrinciplesGAAP, audited and certified, without qualification and without an expression of uncertainty as to the consolidated statements certified without qualification ability of the Borrower or any of its Subsidiaries to continue as going concerns, by Deloitte Ernst & Touche Young, LLP or by other independent certified public accountants reasonably satisfactory to the Agent;
(b) as soon as practicable, but in any event within thirty not later than forty-five (3045) days after the end of each month of the fiscal quarters of the Borrower, CLIF, ▇▇▇▇ ▇▇ and ▇▇▇▇ III, copies of the unaudited consolidated balance sheet of (i) the Borrower and its Subsidiaries, (ii) CLIF, (iii) ▇▇▇▇ ▇▇ and (iv) CLIF III, in each case as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for the portion of the Borrower’s, CLIF’s, CLIF II’s or CLIF III’s, as the case may be, fiscal year of Holdingsthen elapsed, unaudited monthly consolidated financial statements of Holdings all in reasonable detail and its Subsidiaries for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such periodGAAP, together with a certification by the principal financial or accounting officer of Holdings the Borrower that the information contained in such financial statements fairly presents in all material respects the financial condition position of Holdings the Borrower and its Subsidiaries Subsidiaries, CLIF, ▇▇▇▇ ▇▇ or ▇▇▇▇ III, as the case may be, on the date thereof (subject to normal year-end adjustmentsadjustments made in accordance with GAAP and the absence of footnotes); provided, provided however, that for if any of CLIF, ▇▇▇▇ ▇▇ or ▇▇▇▇ III shall hold no assets and have no outstanding debt during any such fiscal quarter, such entity shall not be required to deliver the months of March, June, September and December, the above reports described financial statements shall be delivered within 45 days of the end of such month;in this clause (b).
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, (i) a statement certified by the principal financial or accounting officer of Holdings the Borrower in substantially the form of Exhibit G D hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 §10 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDate and (ii) a management report in the form of Exhibit J, together with a bullet-point list of factors affecting market fluctuations analyzed separately for each business in form and substance as reasonably acceptable to the Agent;
(d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission Commission;
(e) (i) within fifteen (15) Business Days after the end of each calendar month, (ii) within five (5) Business Days of the Drawdown Date of each Revolving Credit Loan or sent of the date of issuance, extension or renewal of each Letter of Credit, (iii) within five (5) Business Days prior to the stockholders date of Holdingsany removal or sale of any assets from the Borrowing Base other than asset sales made in the ordinary course of business in an aggregate amount not to exceed $1,000,000, and (iv) at each other time as the Agent may reasonably request, a Borrowing Base Report setting forth the Borrowing Base as at the end of such calendar month, Drawdown Date (which Borrowing Base Report shall give effect to the transactions to occur on such Drawdown Date), [sale or release date (which Borrowing Base Report shall give effect to such sale or release)] or other date so requested by the Agent;
(f) as soon as available (but in no event later than March 31st of each year), a copy of the annual consolidated budget for the Borrower and its Subsidiaries for each fiscal year;
(g) together with the quarterly financials delivered pursuant to §8.3(b), a separate calculation of the utilization rate for the Eligible Containers as a group and the Eligible Chassis as a group and a separate weighted average calculation of the per diem rate for the preceding fiscal quarter for the Eligible Containers as a group and the Eligible Chassis as a group; and
(eh) from time to time such other financial data and information (including accountants' ’ management letters of substanceletters) as the Agent or any Lender may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Company will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred ninety-five (10595) days after the end of each fiscal year of Holdingsthe Company, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Company, as at the end of such fiscal year, and ;
(ii) the related consolidated statement of income and consolidated statement of cash flow flows of the Company for such fiscal year;
(iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, each setting as at the end of such fiscal year ; and
(iv) the statement of income and statement of cash flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (II) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal 44 financial or accounting officer of the Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to the consolidated statements certified without qualification scope, by Deloitte & Touche PricewaterhouseCoopers LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and, in the case of items (i) and (ii), shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)(i) and (ii)) a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Company has failed to comply with the terms, covenants, provisions or conditions of Section 6.1, Section 7.1, Section 7.5(a), Section 7.5(c), Section 7.6, Section 7.7 and Section 8 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance;
(b) as soon as practicable, but in any event within thirty not later than fifty (3050) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Company, (i) the unaudited monthly interim condensed consolidated balance sheet of the Company as at the end of such fiscal quarter, and (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and for the portion of the Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements of Holdings reported in the Company’s most recent Form 10-K filed with the Securities and its Subsidiaries for such month, each Exchange Commission and prepared in accordance with Generally Accepted Accounting PrinciplesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, and each including a comparison footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of the current figures with the figures contained in the Borrowers' business plan for such periodconsolidating Excluded Funds, together with if applicable, and concurrently therewith a certification by the principal financial or accounting officer of Holdings that the information contained Company that, in such financial statements fairly presents the opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of Holdings the Company in substantially the form of Exhibit G H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 8 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 2017;
(de) contemporaneously with promptly after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature filed with the Securities and Exchange Commission statement or other report or communication sent to the stockholders holders of HoldingsEquity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current 45 reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and
(ef) from time to time such other financial data and information (including accountants' ’ management letters of substanceletters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇The Borrower will deliver to the Agents and any Lender upon request of such L▇▇▇▇▇ will deliver to each of (made through the Lenders:Agents):
(a) within five (5) days after the filing with the Securities and Exchange Commission of the Borrower’s Annual Report on Form 10-K (or such similar report to be filed for a “foreign private issuer” as soon as practicable, but defined by applicable Securities Laws) with respect to each fiscal year (and in any event not later than within one hundred five (105100) days after the end of each such fiscal year of Holdingsyear), the consolidated balance sheet sheets of Holdings and its Subsidiaries the Consolidated Group as at the end of such year, and the related consolidated statement statements of income and consolidated statement cash flows of cash flow for such yearthe Consolidated Group, each setting forth in comparative form (to the extent applicable and, in any event, without requiring restatements of discontinued operations unless otherwise required by GAAP or if otherwise included in the financial statements filed with the Securities and Exchange Commission) the figures for the previous fiscal year and year, all such consolidated financial statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting PrinciplesGAAP and audited and accompanied by a report and opinion of the Accountants, which report and opinion shall state that such financial statements present fairly the financial position of the Consolidated Group and shall not be subject to any qualification as to going concern or the consolidated statements certified without qualification by Deloitte & Touche LLP or by other independent certified public accountants satisfactory to scope of the Agentaudit;
(b) within five (5) days after the filing with the Securities and Exchange Commission of the Borrower’s Quarterly Report on Form 10-Q (or such similar report to be filed for a “foreign private issuer” as soon as practicable, but defined by applicable Securities Laws) with respect to each of the first three (3) fiscal quarters of each fiscal year (and in any event within thirty (30) 60 days after the end of each month in each such fiscal year quarter), copies of Holdingsthe consolidated balance sheets of the Consolidated Group as at the end of such fiscal quarter, unaudited monthly and the related consolidated financial statements of Holdings income and its Subsidiaries for cash flows of the Consolidated Group as at the end of such monthquarter, each subject to normal year-end adjustments and the absence of footnotes, all in reasonable detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP subject to normal year-end adjustments and the absence of footnotes, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with a certification by the principal financial or accounting officer of Holdings CFO that the information contained in such consolidated financial statements are prepared in accordance with GAAP and fairly presents present in all material respects the consolidated financial condition of Holdings and its Subsidiaries the Consolidated Group as at the close of business on the date thereof (subject to year-end adjustments), provided that and the results of operations for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such monthperiod then ended;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (above, a Compliance Certificate certified by the CFO that the Consolidated Group is in compliance with respect to the covenants contained in Sections 7.01(b), 7.02(i) and 7.14 as of the end of each calendar quarter) abovethe applicable period, a statement certified by the principal financial or accounting officer of Holdings in substantially the form of Exhibit G hereto and setting forth in reasonable detail computations evidencing compliance such compliance; provided, that if the Borrower shall at the time of issuance of such certificate or at any other time obtain knowledge of any Default or Event of Default, the Borrower shall include in such certificate or otherwise deliver forthwith to the Lenders a certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with the covenants contained in Section 12 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Daterespect thereto;
(d) contemporaneously with with, or promptly following, the filing or mailing thereof, copies of all material of a financial nature filed with the U.S. Securities and Exchange Commission (or the Canadian equivalent thereof) or sent to the stockholders of Holdingsthe Borrower;
(e) promptly following any request therefor, information and documentation reasonably requested by the Agents or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and
(ef) from time to time time, such other financial data and other information (including accountants' ’ management letters and a copy of substancethe Borrower’s annual budget and projections for any fiscal year) as the Agent or any Lender Lenders may reasonably request. The Borrower shall promptly notify the Agents and each Lender of any change in the information in a Beneficial Ownership Certification, if previously provided, that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. The Borrower shall be deemed to have delivered reports and other information referred to in clauses (a), (b), and (d) of this Section 6.04 when (A) such reports or other information have been posted on the Internet website of the Securities and Exchange Commission (h▇▇▇://▇▇▇.▇▇▇.▇▇▇) (or, if applicable, the Canadian equivalent thereof) or on Borrower’s Internet website as previously identified to the Agents and Lenders and (B) the Borrower has notified the Agents by electronic mail of such posting. The Borrower hereby acknowledges that (a) the Agents and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agents , the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or their securities for purposes of United States Federal, Canadian Federal, provincial, territorial and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Agents and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred ninety-five (10595) days after the end of each fiscal year of Holdings, the Borrower:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Borrower as at the end of such fiscal year, and ;
(ii) the related consolidating balance sheet of the Borrower as at the end of such fiscal year;
(iii) the consolidated statement of income and consolidated statement of cash flow flows of the Borrower for such fiscal year, each setting ; and
(iv) the consolidating statement of income and consolidating statement of cash flows of the Borrower for such fiscal year. Each of the balance sheets and statements delivered under this Section 7.4(a) shall (i) set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (ii) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting Principles, GAAP based on the records and books of account maintained as provided in Section 7.3; (iii) as to items (i) and (iii) above, be accompanied by a certification by the consolidated principal financial or accounting officer of the Borrower that the information contained in such financial statements certified presents fairly in all material respects the financial position of the Borrower and the Consolidated Subsidiaries on the date thereof and results of operations and cash flows of the Borrower and the Consolidated Subsidiaries for the periods covered thereby; and (iv) as to items (i) and (iii) above, be certified, without qualification limitation as to scope, by Deloitte & Touche KPMG Peat Marwick LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and shall be accompanied by a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Borrower has failed to comply with the terms, covenants, provisions or conditions of Section 7.3, Section 8, and Section 9 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance;
(b) as soon as practicable, but in any event within thirty not later than fifty (3050) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Borrower, (i) the unaudited monthly interim condensed consolidated financial statements balance sheet of Holdings the Borrower as at the end of such fiscal quarter, and its Subsidiaries (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Borrower for such monthfiscal quarter and for the portion of the Borrower's fiscal year then elapsed, each all in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison Rule 10-01 of Regulation S-X of the current figures with the figures contained in the Borrowers' business plan for such periodSecurities and Exchange Commission, together with a certification by the principal financial or accounting officer of Holdings that the information contained Borrower that, in such financial statements fairly presents the opinion of management of the Borrower, all adjustments necessary for a fair presentation of (A) the results of operations of the Borrower for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Borrower at the date thereof thereof, and (C) the cash flows of the Borrower for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of Holdings the Borrower in substantially the form of Exhibit G M hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 9 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 1997;
(d) contemporaneously with promptly after the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders holders of Holdingsthe Equity Securities of the Borrower; and
(e) from time to time such other financial data and information (including accountants' management letters of substanceletters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request; provided, however, that each of the Administrative Agent, the Co-Agents and the Banks agrees that with respect to any data and information obtained by it as a result of any request pursuant to this clause (e) (and with respect to any other data and information that is by the terms of this Credit Agreement to be held subject to this Section 7.4(e)), to the extent that such data and information has not theretofore otherwise been disclosed in such a manner as to render such data and information no longer confidential, each of the Administrative Agent, the Co-Agents and the Banks will use its reasonable efforts (consistent with its established procedures) to reasonably maintain (and cause its employees and officers to maintain) the confidential nature of the data and information therein contained; provided, however, that anything herein contained to the contrary notwithstanding, each of the Administrative Agent, the Co-Agents and the Banks may, to the extent necessary, disclose or disseminate such data and information to: (i) its employees, Affiliates, directors, agents, attorneys, accountants, auditors, and other professional advisers who would ordinarily have access to such data and information in the normal course of the performance of their duties in accordance with the Administrative Agent's, such Co-Agent's or such Bank's customary procedures relating to confidential information; (ii) such third parties as it may, in its discretion, deem reasonably necessary or desirable (A) in connection with or in response to any Government Mandate or request of any Government Authority, or (B) in connection with any Proceeding pending (or on its face purported to be pending) before any Government Authority (including Proceedings involving the Borrower); (iii) any prospective purchaser, participant or investment banker in connection with the resale or proposed resale of any portion of the Loans, or of a participation therein, who shall agree in writing to accept such information subject to the provisions of this clause (e); (iv) any Person holding the Equity Securities or Funded Debt of the Administrative Agent, such Co-Agent or such Bank who, subject to the provisions of this clause (e), shall have requested to inspect such information; and (v) any Entity utilizing such information to rate or classify the Equity Securities or Funded Debt of the Administrative Agent, such Co-Agent or such Bank or to report to the public concerning the industry of which the Agent or such Bank is a part; provided, however, that none of the Administrative Agent, the Co-Agents and the Banks shall be liable to the Borrower or any other Person for damages arising hereunder from the disclosure of non-public information despite its reasonable efforts in accordance with the provisions of this clause (e) or from a failure by any other party to perform and observe its covenants in this clause (e).
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliance Capital Management Lp)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each of the Lenders:
(a) as soon as practicable, but in any event not later than one hundred five ninety (10590) days after the end of each fiscal year of Holdingsthe Borrower, the consolidated audited balance sheet sheets of Holdings the Borrower and its Subsidiaries as of the Company at the end of such year, and the related consolidated statement audited statements of income operations and consolidated statement statements of cash flow flows and Funds From Operations and taxable income for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting PrinciplesPrinciples on a consolidated basis including the Borrower and the Related Companies, and as to the consolidated statements certified accompanied by an auditor's report prepared without qualification by Deloitte Ernst & Touche Young LLP or by other another independent certified public accountants satisfactory accountant reasonably acceptable to the Agent; provided, however, that for so long as the Borrower and the Company are filing form 10-K with the SEC, the delivery of a copy thereof pursuant to paragraph (e) of this Section 7.4 shall be deemed to satisfy this paragraph (a);
(b) as soon as practicable, but in any event within thirty not later than forty-five (3045) days after the end of each month in each of the first three (3) fiscal quarters of the Borrower, copies of the unaudited balance sheets of the Borrower and of the Company as at the end of such quarter, and the related unaudited statements of operations and statements of Funds From Operations and estimated taxable income for the portion of the Borrower's fiscal year of Holdingsthen elapsed, unaudited monthly consolidated financial statements of Holdings all in reasonable detail and its Subsidiaries for such month, each prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with a certification by the principal financial or accounting officer of Holdings the Company that the information contained in such financial statements fairly presents the financial condition position of Holdings the Borrower and its Subsidiaries of the Company on the date thereof (subject to year-end adjustments); provided, provided however, that for so long as the months of March, June, September Borrower and Decemberthe Company are filing form 10-Q with the SEC, the above described financial statements delivery of a copy thereof pursuant to paragraph (e) of this Section 7.4 shall be delivered within 45 days of the end of such monthdeemed to satisfy this paragraph (b);
(c) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters and not later than ninety (90) days after the end of the last fiscal quarter of each fiscal year of the Borrower, copies of a statement of the Net Operating Income for such fiscal quarter for the Unencumbered Properties, prepared on a basis consistent with the statements furnished pursuant to Section 6.4 (c) , and certified by a Responsible Officer of the Company and, at the time of the annual financial statements referred to in subsection (a) above, and, if requested by the Agent, at the time of quarterly financial statements referred to in subsection (b) above, a statement setting forth the Net Operating Income for such fiscal quarter for each Unencumbered Property listed by address;
(d) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial or accounting officer of Holdings in substantially the form of Exhibit G C hereto signed by a Responsible Officer of the Company and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 herein and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles since the Balance Sheet Date;
(de) contemporaneously as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Company, copies of the Form 10-K statement filed with the Securities and Exchange Commission ("SEC") for such fiscal year, and as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter, copies of the Form 10-Q statement filed with the SEC for such fiscal quarter, provided that in either case if the SEC has granted an extension for the filing of such statements, Borrower shall deliver such statements to the Agent simultaneously with the filing thereof with the SEC;
(f) promptly following the filing or mailing thereof, copies of all other material of a financial nature filed with the Securities and Exchange Commission SEC or sent to the stockholders shareholders of Holdings; andthe Company or to the limited partners of the Borrower and copies of all corporate press releases promptly upon the issuance thereof;
(eg) from time to time such other financial data and information (including accountants' management letters of substance) as the Agent or any Lender may reasonably requestrequest including, without limitation, financial statements of any Unconsolidated Entities.
Appears in 1 contract
Sources: Credit Agreement (Liberty Property Limited Partnership)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Company will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred ninety-five (10595) days after the end of each fiscal year of Holdingsthe Company, or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Company, as at the end of such fiscal year, and ;
(ii) the related consolidated statement of income and consolidated statement of cash flow flows of the Company for such fiscal year;
(iii) the balance sheet of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, each setting as at the end of such fiscal year ; and
(iv) the statement of income and statement of cash flows of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.2(a) shall (I) in the case of items (i) and (ii), set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (II) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting PrinciplesGAAP based on the records and books of account maintained as provided in Section 6.1; (III) include footnotes or otherwise be accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of consolidating Excluded Funds, if applicable, and be accompanied by (or be delivered concurrently with the financial statements under this Section 6.2(a)) a certification by the principal financial or accounting officer of the Company or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, that the information contained in such financial statements presents fairly in all material respects the consolidated financial position of the Company or the financial position of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, on the date thereof and consolidated results of operations and consolidated cash flows of the Company or results of operations and cash flows ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the case may be, for the periods covered thereby; and (IV) be certified, without limitation as to the consolidated statements certified without qualification scope, by Deloitte & Touche PricewaterhouseCoopers LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent;
(b) as soon as practicable, but in any event within thirty not later than fifty (3050) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Company, (i) the unaudited monthly interim condensed consolidated balance sheet of the Company as at the end of such fiscal quarter, and (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Company for such fiscal quarter and for the portion of the Company’s fiscal year then elapsed, all in reasonable detail and, with respect to clauses (i) and (ii), prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements of Holdings reported in the Company’s most recent Form 10-K filed with the Securities and its Subsidiaries for such month, each Exchange Commission and prepared in accordance with Generally Accepted Accounting PrinciplesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, and each including a comparison footnotes or otherwise accompanied by information outlining in sufficient detail reasonably satisfactory to the Administrative Agent the effect of the current figures with the figures contained in the Borrowers' business plan for such periodconsolidating Excluded Funds, together with if applicable, and concurrently therewith a certification by the principal financial or accounting officer of Holdings that the information contained Company that, in such financial statements fairly presents the opinion of management of the Company, all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Company at the date thereof thereof, and (C) the cash flows of the Company for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) concurrently with the delivery of the financial statements referred to in subsection (b) above, the quarterly FOCUS Report of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(d) simultaneously with the delivery of the financial statements referred to in subsections (aa)(i) and (ii) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of Holdings the Company in substantially the form of Exhibit G H hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 8 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 2020;
(de) contemporaneously with promptly after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature filed with the Securities and Exchange Commission statement or other report or communication sent to the stockholders holders of HoldingsEquity Securities of the Company who are not Affiliates of the Company, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and
(ef) from time to time such other financial data and information (including accountants' ’ management letters of substanceletters) as the Administrative Agent or (having been requested to do so by any Lender Bank) may reasonably request. Documents required to be delivered pursuant to this Section 6.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Company has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Company shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent will make available to the Banks materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Banks to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 20); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to ▇▇▇▇ any Company Materials “PUBLIC.”
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein L.P.)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred five ninety (10590) days after the end of each fiscal year of Holdingsthe Borrower, the consolidated balance sheet of Holdings the Borrower and its Subsidiaries Subsidiaries, as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with Generally Accepted Accounting Principlesgenerally accepted accounting principles, and as to the consolidated statements certified without qualification (other than a qualification regarding changes in generally accepted accounting principles) by Deloitte Ernst & Touche Young LLP or by other independent certified public accountants satisfactory to the Agent, together with a written statement from such accountants to the effect that they have examined the relevant sections of this Credit Agreement, and that, in making the examination necessary to said certification, they have obtained no knowledge of any Default or Event of Default under §§8 or 9 of this Credit Agreement, or, if such accountants shall have obtained knowledge of any then existing Default or Event of Default under any of such sections they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any Default or Event of Default;
(b) as soon as practicable, but in any event within thirty not later than forty-seven (3047) days after the end of each month in each of the fiscal year quarters of Holdingsthe Borrower, copies of the unaudited monthly consolidated financial statements balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for such monthfiscal quarter and for the portion of the Borrower's fiscal year then elapsed, each setting forth in comparative form the figures for the comparable periods in the previous fiscal year (where applicable), all such consolidated statements to be in reasonable detail and prepared in accordance with Generally Accepted Accounting Principles, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such periodgenerally accepted accounting principles, together with a certification by the a principal financial or accounting officer of Holdings the Borrower that the information contained in such financial statements fairly presents the financial condition position of Holdings the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the a principal financial or accounting officer of Holdings the Borrower in substantially the form of Exhibit G ExhibitC hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 §9 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles generally accepted accounting principles since the Balance Sheet Date;
(d) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission or sent to the stockholders of Holdingsthe Borrower;
(e) not later than May 1 of each year, (i) a budget for the fiscal year of the Borrower and (ii) projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in §6.4.3 or, if applicable, updating any later such projections delivered pursuant to this §7.4(e); and
(ef) from time to time such other financial data and information (including an annual accountants' management letters of substanceletter) as the Agent or any Lender Bank may reasonably request.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Agreement (Rogers Corp)
Financial Statements, Certificates and Information. ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ The Borrower will deliver to each of the LendersBanks:
(a) as soon as practicable, but in any event not later than one hundred ninety-five (10595) days after the end of each fiscal year of Holdings, the Borrower:
(i) the consolidated balance sheet of Holdings and its Subsidiaries the Borrower as at the end of such fiscal year, and ;
(ii) the related consolidating balance sheet of the Borrower as at the end of such fiscal year;
(iii) the consolidated statement of income and consolidated statement of cash flow flows of the Borrower for such fiscal year, each setting ; and
(iv) the consolidating statement of income and consolidating statement of cash flows of the Borrower for such fiscal year. Each of the balance sheets and statements delivered under this Section 6.4(a) shall (I) set forth in comparative form the figures for the previous fiscal year and all such consolidated statements to year; (II) be in reasonable detail, detail and prepared in accordance with Generally Accepted Accounting Principles, GAAP based on the records and books of account maintained as provided in Section 6.3; (III) as to items (i) and (iii) above, be accompanied by (or be delivered concurrently with the consolidated financial statements certified under this Section 6.4(a)) a certification by the principal financial or accounting officer of the Borrower that the information contained in such financial statements presents fairly in all material respects the financial position of the Borrower and the Consolidated Subsidiaries on the date thereof and results of operations and cash flows of the Borrower and the Consolidated Subsidiaries for the periods covered thereby; and (IV) as to items (i) and (iii) above, be certified, without qualification limitation as to scope, by Deloitte & Touche KPMG LLP or by other another firm of independent certified public accountants reasonably satisfactory to the Administrative Agent, and shall be accompanied by (or be delivered concurrently with the financial statements under this Section 6.4(a)) a written statement from such accountants to the effect that in connection with their audit of such financial statements nothing has come to their attention that caused them to believe that the Borrower has failed to comply with the terms, covenants, provisions or conditions of Section 6.3, Section 7, and Section 8 of this Credit Agreement as to accounting matters (provided that such accountants may also state that the audit was not directed primarily toward obtaining knowledge of such noncompliance), or, if such accountants shall have obtained knowledge of any such noncompliance, they shall disclose in such statement any such noncompliance; provided that such accountants shall not be liable to the Banks for failure to obtain knowledge of any such noncompliance;
(b) as soon as practicable, but in any event within thirty not later than fifty (3050) days after the end of each month in the first three fiscal quarters of each fiscal year of Holdingsthe Borrower, (i) the unaudited monthly interim condensed consolidated balance sheet of the Borrower as at the end of such fiscal quarter, and (ii) the unaudited interim condensed consolidated statement of income and unaudited interim condensed consolidated statement of cash flow of the Borrower for such fiscal quarter and for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements of Holdings reported in the Borrower’s most recent Form 10-K filed with the Securities and its Subsidiaries for such month, each Exchange Commission and prepared in accordance with Generally Accepted Accounting PrinciplesRule 10-01 of Regulation S-X of the Securities and Exchange Commission, and each including a comparison of the current figures with the figures contained in the Borrowers' business plan for such period, together with concurrently therewith a certification by the principal financial or accounting officer of Holdings that the information contained Borrower that, in such financial statements fairly presents the opinion of management of the Borrower, all adjustments necessary for a fair presentation of (A) the results of operations of the Borrower for the periods covered thereby, (B) the financial condition position of Holdings and its Subsidiaries on the Borrower at the date thereof thereof, and (C) the cash flows of the Borrower for periods covered thereby have been made (subject to year-end adjustments), provided that for the months of March, June, September and December, the above described financial statements shall be delivered within 45 days of the end of such month;
(c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) (with respect to the end of each calendar quarter) above, a statement certified by the principal financial officer, treasurer or accounting officer general counsel of Holdings the Borrower in substantially the form of Exhibit G F hereto and setting forth in reasonable detail computations evidencing compliance with the covenants contained in Section 12 8 and (if applicable) reconciliations to reflect changes in Generally Accepted Accounting Principles GAAP since the Balance Sheet DateDecember 31, 2001;
(d) contemporaneously with promptly after the filing or mailing thereofsame are available, copies of all material of a each annual report, proxy, if any, or financial nature filed with the Securities and Exchange Commission statement or other report or communication sent to the stockholders holders of HoldingsEquity Securities of the Borrower who are not Affiliates of the Borrower, and copies of all annual, interim and current reports and any other report of a material nature (it being understood that filings in the ordinary course of business pursuant to Sections 13(d), (f) and (g) of the Securities Exchange Act of 1934 are not material) which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and
(e) from time to time such other financial data and information (including accountants' ’ management letters of substanceletters) as the Administrative Agent (having been requested to do so by any Bank) may reasonably request; provided, however, that each of the Administrative Agent and the Banks agrees that with respect to any data and information obtained by it as a result of any request pursuant to this clause (e) (and with respect to any other data and information that is by the terms of this Credit Agreement to be held subject to this Section 6.4(e)), to the extent that such data and information has not theretofore otherwise been disclosed in such a manner as to render such data and information no longer confidential, each of the Administrative Agent and the Banks will use its reasonable efforts (consistent with its established procedures) to reasonably maintain (and cause its employees and officers to maintain) the confidential nature of the data and information therein contained; provided, however, that anything herein contained to the contrary notwithstanding, each of the Administrative Agent and the Banks may, to the extent necessary, disclose or disseminate such data and information to: (i) its employees, Affiliates, directors, agents, attorneys, accountants, auditors, and other professional advisers who would ordinarily have access to such data and information in the normal course of the performance of their duties in accordance with the Administrative Agent’s or such Bank’s customary procedures relating to confidential information; (ii) such third parties as it may, in its discretion, deem reasonably necessary or desirable (A) in connection with or in response to any Government Mandate or request of any Government Authority, or (B) in connection with any Proceeding pending (or on its face purported to be pending) before any Government Authority (including Proceedings involving the Borrower); (iii) any prospective purchaser, participant or investment banker in connection with the resale or proposed resale of any portion of the Loans, or of a participation therein, who shall agree in writing to accept such information subject to the provisions of this clause (e); (iv) any Person holding the Equity Securities or Funded Debt of the Administrative Agent or such Bank who, subject to the provisions of this clause (e), shall have requested to inspect such information; and (v) any Entity utilizing such information to rate or classify the Equity Securities or Funded Debt of the Administrative Agent or such Bank or to report to the public concerning the industry of which the Administrative Agent or such Bank is a part; provided, however, that none of the Administrative Agent and the Banks shall be liable to the Borrower or any other Person for damages arising hereunder from the disclosure of non-public information despite its reasonable efforts in accordance with the provisions of this clause (e) or from a failure by any other party to perform and observe its covenants in this clause (e).
(f) Documents required to be delivered pursuant to Section 6.4(a), (b) or (d) (to the extent any such financial statements, reports or proxy statements are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other replacement website of which the Borrower has given proper notice to the Administrative Agent and each Bank; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender Bank who requests, in writing, the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Bank and (ii) the Borrower shall notify (which may reasonably requestbe by facsimile or electronic mail) the Administrative Agent and each Bank of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates or statements of officers required by Section 6.4(a) or (b) to the Administrative Agent and each of the Banks. Except for such certificates or statements of officers, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Bank shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliance Capital Management L P)