Financial Statements, Certificates and Other Information. The Borrower will furnish or cause to be furnished to the Bank with regard to the Borrower, Properties and Realty, as the case may be: (a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of Realty, unaudited consolidated balance sheets for Realty and its Subsidiaries as at the end of such quarter, and unaudited consolidated statements of income and cash flows for Realty and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however to audit and year-end adjustments. (b) as soon as available but in any event within ninety (90) days after the end of each fiscal year of Realty, audited consolidated balance sheets for Realty and its Subsidiaries as at the end of such fiscal year and audited consolidated statements of income and cash flows for Realty and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty and otherwise without qualification except as therein noted; (c) accompanying each set of financial statements of Realty furnished pursuant to paragraph (a) or (b) above, an officer's certificate executed by the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default or Event of Default; or (ii) if any such Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto; (d) to the extent available, if at all, as soon as available but in any event within one hundred eighty (180) days after the end of each fiscal year of Realty, any CPA management letters prepared for Realty or any of its Subsidiaries relating to the annual audit; and (e) with reasonable promptness, such other information relating to the business or financial affairs of the Borrower, Properties or Realty as the Bank may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower Company will furnish or cause to be furnished to each of the Bank with regard to the Borrower, Properties and Realty, as the case may beBanks:
(a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any each fiscal year of Realtyyear, unaudited consolidated balance sheets for Realty financial statements of the Company and its Subsidiaries as at the end of such quarterSubsidiaries, and unaudited consolidated statements of income and cash flows for Realty and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter prepared in accordance with generally accepted accounting principles consistently appliedconsistent with those used in the preparation of the financial statements for the preceding quarter, except in instances when changes to such principles are required by authoritative rule-making bodies or adopted as preferable methods of accounting and reported as such by the Company's independent accountants, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer officer, Controller or Treasurer of Realtythe Company, subject, however however, to audit and year-end adjustments.;
(b) as soon as available but in any event within ninety (90) days after the end of each fiscal year year, consolidated financial statements of Realty, audited consolidated balance sheets for Realty the Company and its Subsidiaries as at the end of such fiscal year and audited consolidated statements of income and cash flows for Realty and its Subsidiaries for such fiscal yearSubsidiaries, all prepared in accordance with generally accepted accounting principles consistently appliedconsistent with those used in the preparation of the financial statements for the preceding fiscal year, except in instances when changes to such principles are required by authoritative rule-making bodies or adopted as preferable methods of accounting and reported as such by the Company's independent accountants, in each case accompanied certified by the opinion of and report by Price Waterhouse Coopers LLP or & Lybr▇▇▇ ▇▇ other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, Company and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty and otherwise without qualification except as therein notedBanks;
(c) accompanying each set of financial statements of Realty furnished pursuant to paragraph clauses (a) or and (b) above, an officer's a certificate executed signed by the chief financial officer President, Chief Financial Officer, or Treasurer of the Borrower Company setting forth calculations showing compliance or noncompliance, at the end of the quarter or year being reported on, with Sections 5.7 and Realty 6.1 hereof and stating that a review of the activities of the Guarantors and the Borrower Company during the period covered by such financial statements has been made under the immediate supervision of the signer with a view to determining whether, during such period, the Company and its Subsidiaries have kept, observed, performed and fulfilled each and every covenant and condition of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party this Agreement and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default or Event of Default; , or (ii) if any such Default or Event of Default existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, Company has taken, is taking or proposes to take with respect thereto;
(d) upon request of any Bank and promptly upon receipt by the Company, copies of all material management letters or other reports submitted to it by independent accountants in connection with any annual or interim audit of the books of the Company made by such accountants;
(e) contemporaneously with the mailing, filing, submission or other distribution thereof, copies of all financial statements, reports, notices, proxy statements and other documents sent by the Company to its stockholders or filed with or submitted by the Company to the extent available, if at all, as soon as available but in any event Securities and Exchange Commission;
(f) within one hundred eighty (180) forty-five days after the end beginning of each fiscal year calendar quarter, a borrowing base certificate, including a summary of Realtyagings of accounts receivable and categories of inventory, any CPA management letters prepared for Realty or any of its Subsidiaries relating in a form satisfactory to the annual auditAgent and signed by an authorized officer of the Company, containing all information as shall be necessary to enable the Agent to determine the Borrowing Base as of such date; and
(eg) with reasonable promptness, such other information relating to the business or financial affairs of the BorrowerCompany and its Subsidiaries as any of the Banks, Properties or Realty as through the Bank Agent, may reasonably request. The Company authorizes the Agent and the Banks to disclose any information obtained pursuant to this Agreement to all appropriate governmental or regulatory authorities where required by law.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Term Loan Agreement (Teradyne Inc)
Financial Statements, Certificates and Other Information. The If requested by Lender, the Borrower will furnish or cause to be furnished shall deliver to the Bank with regard to the Borrower, Properties and Realty, as the case may beLender:
(a) as As soon as available but practicable and, in any event event, within forty(i) 120 days after the end of each fiscal year, consolidated balance sheets of K-five Sea Transportation and its Subsidiaries as at the end of such fiscal year, and consolidated statements of income, cash flow and members’ equity, each for the fiscal year then ended and each setting forth in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and a report and opinion of the Borrower’s independent accountants, which report and opinion shall have been prepared in accordance with GAAP;
(45b) As soon as practicable and, in any event, within 60 days after the end of each of the first three fiscal quarters in any during each fiscal year of Realtythe Borrower, an unaudited consolidated balance sheets for Realty sheet of K-Sea Transportation and its Subsidiaries as at the end of such quarter, and unaudited consolidated statements statement of income income, cash flow and cash flows for Realty and its Subsidiaries members’ equity, each for the period commencing with the end portion of the preceding fiscal year then ended, each in reasonable detail and ending with the end of such quarter prepared in accordance with generally accepted accounting principles consistently appliedGAAP (subject to year-end adjustments), in each case certified to the financial statements for realty and its Subsidiaries shall be certified Lender by the chief financial officer of Realty, subject, however to audit and year-end adjustments.
(b) as soon as available but in any event within ninety (90) days after the end of each fiscal year of Realty, audited consolidated balance sheets for Realty and its Subsidiaries as at the end or other financial officer of such fiscal year and audited consolidated statements of income and cash flows for Realty and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty and otherwise without qualification except as therein notedentity;
(c) accompanying each set Promptly upon receipt thereof, copies of financial statements all management letters and other reports of Realty furnished pursuant substance which are submitted to paragraph (a) the Borrower by its independent accountants in connection with any annual or (b) above, an officer's certificate executed by interim audit of the chief financial officer books of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered made by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default or Event of Default; or (ii) if any such Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes to take with respect theretoaccountants;
(d) to the extent available, if at all, as As soon as available but practicable and, in any event event, within one hundred eighty (180) 10 days after the end issuance thereof, copies of each fiscal year such other financial statements and reports as the Borrower shall send to its partners, members or stockholders, and copies of Realty, any CPA management letters prepared for Realty all regular and periodic reports which the Borrower may be required to file with the Securities and Exchange Commission or any of its Subsidiaries relating to the annual audit; andsimilar or corresponding governmental commission, department or agency substituted therefore, or any similar or corresponding governmental commission, department, board, bureau, or agency, federal or state;
(e) with With reasonable promptness, such financial information (including consolidating financial statements) or other information relating to data as the business or financial affairs Lender reasonably may request;
(f) Simultaneously with the delivery of the Borrowerfinancial statements referred to in clauses (a) and (b) of this §7.4, Properties a copy of the certification signed by the principal executive officer and the principal financial officer of K-Sea Transportation (each a “Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officer as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in K-Sea Transportation’s Annual Report on Form 10-K or Realty Quarterly Report on Form 10-Q, for the applicable fiscal period. Notwithstanding the forgoing, the Lender agrees to obtain the financial information required above in §§7.4(a), (b), (c), and (d) via public filings made by K-Sea Transportation with the Securities and Exchange Commission, so long as the Bank may reasonably requestsuch information is available via such public filings.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower Guarantor will furnish or cause to be furnished to the Bank with regard to the Borrower, Properties and Realty, as the case may beBank:
(a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of Realty, unaudited consolidated balance sheets for Realty and its Subsidiaries as at the end of such quarter, and unaudited consolidated statements of income and cash flows for Realty and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however however, to audit and year-end adjustments.;
(b) as soon as available but in any event within ninety (90) days after the end of each fiscal year of Realtyyear, an audited consolidated balance sheets sheet for Realty the Guarantor and its Subsidiaries as at the end of such fiscal year year, and an audited consolidated statements statement of income and cash flows statement of changes in financial position for Realty the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or & Lybr▇▇▇ ▇▇ other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty the Guarantor, and otherwise otherwise, without qualification except as therein noted;
(c) accompanying each set of financial statements of Realty the Guarantor furnished pursuant to paragraph (a) or (b) above, an officerOfficer's certificate executed by the chief financial officer of the Borrower and Realty Certificate stating that a review of the activities of the Guarantors Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors Guarantor and the Borrower has complied with kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default default under any existing loan or Event of Default; credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such Default default under any existing loan or Event of Default credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
(d) Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has so existed or exists, a statement as to the extent availablenature thereof;
(e) contemporaneously with the filing or mailing thereof, if at allcopies of such other financial statements or reports as the Guarantor shall send to its stockholders, as soon as available but in any event within one hundred eighty (180) days after and copies of all regular, and periodic and other reports which the end of each fiscal year of Realty, any CPA management letters prepared for Realty Guarantor may be required to file with the Securities and Exchange Commission or any of its Subsidiaries relating to the annual auditother governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and
(ef) with reasonable promptness, such other information relating to the business or financial affairs of the Borrower, Properties or Realty Guarantor as the Bank may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower Guarantor will furnish or cause to be furnished to the Bank with regard to the Borrower, Properties and Realty, as the case may beBank:
(a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of Realtythe Guarantor, an unaudited consolidated balance sheets sheet for Realty the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statements statement of income and cash flows statement of changes in financial position for Realty the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however however, to audit and year-end adjustments.; 12 12
(b) as soon as available but in any event within ninety (90) days after the end of each fiscal year of Realtyyear, an audited consolidated balance sheets sheet for Realty the Guarantor and its Subsidiaries as at the end of such fiscal year year, and an audited consolidated statements statement of income and cash flows statement of changes in financial position for Realty the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or & Lybr▇▇▇ ▇▇ other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty the Guarantor, and otherwise otherwise, without qualification except as therein noted;
(c) accompanying each set of financial statements of Realty the Guarantor furnished pursuant to paragraph (a) or (b) above, an officerOfficer's certificate executed by the chief financial officer of the Borrower and Realty Certificate stating that a review of the activities of the Guarantors Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors Guarantor and the Borrower has complied with kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default default under any existing loan or Event of Default; credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such Default default under any existing loan or Event of Default credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
(d) accompanying each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Guaranty and that, in the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guar▇▇▇▇▇ ▇▇ ▇▇ or the Borrower is a party has so existed or exists, a statement as to the extent availablenature thereof;
(e) contemporaneously with the filing or mailing thereof, if at allcopies of such other financial statements or reports as the Guarantor shall send to its stockholders, as soon as available but in any event within one hundred eighty (180) days after and copies of all regular, and periodic and other reports which the end of each fiscal year of Realty, any CPA management letters prepared for Realty Guarantor may be required to file with the Securities and Exchange Commission or any of its Subsidiaries relating to the annual auditother governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and
(ef) with reasonable promptness, such other information relating to the business or financial affairs of the Borrower, Properties or Realty Guarantor as the Bank may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower will furnish or cause to be furnished to the Bank with regard to the Borrower, Properties and Realty, as the case may be:
(a) as soon as available but in any event within forty-five Deliver, or cause the Company to deliver, to the Agent for prompt further distribution to each Lender (45i) days after the end of each of the first three fiscal quarters in financial statements, certificates and other documents and information (including, but not limited to, any fiscal year of Realtydebtor-in-possession budget, unaudited consolidated balance sheets cash flow projections and other usual and customary information for Realty and its Subsidiaries as at debtor-in-possession financings) required to be delivered pursuant to the end of such quarterExit Financing Notes Indenture, and unaudited consolidated statements of income and cash flows for Realty and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter prepared in accordance with generally accepted accounting principles consistently appliedFirst Lien Credit Agreement and/or any DIP Facility, in each case case, on the same dates required to be delivered thereunder and (ii) from and after the Exit ABL Facility Effective Date (if any), each of the financial statements for realty statements, certificates and its Subsidiaries shall other documents and information required to be certified by delivered pursuant to the chief financial officer of RealtyExit Financing Notes Indenture and/or [the Exit Term Facilities], subjectin each case, however on the same dates required to audit and year-end adjustments.be delivered thereunder;
(b) as soon as available but in concurrently with the delivery of any event within ninety financial statements pursuant to Sections 5.1(a)(i) and 5.1(a)(ii), a Compliance Certificate of a Responsible Officer of the Borrower that shall include, or have appended thereto, a statement that such Responsible Officer of the Borrower has obtained no knowledge of any continuing Event of Default, or if any such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any action taken or proposed to be taken with respect thereto (90) days after the end of each fiscal year of Realty, audited consolidated balance sheets for Realty and its Subsidiaries as at the end of such fiscal year and audited consolidated statements of income and cash flows for Realty and its Subsidiaries for such fiscal year, prepared in accordance which shall include calculations with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, and acceptable respect to the Bank, Financial Covenant irrespective of whether a Covenant Trigger Event exists at such opinion to be unqualified as to scope limitations imposed by Realty and otherwise without qualification except as therein notedtime);
(c) accompanying each set of financial statements of Realty furnished pursuant to paragraph (a) or (b) abovefrom and after the Closing Date, an officer's certificate executed by the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party and either (i) stating thatunless clause (ii) below applies, not later than 5:00 p.m., New York City time on or before the twentieth (20th) day of each Fiscal Month (or, with respect to the best first two Fiscal Months following the Closing Date, the thirtieth (30th) day of his each such Fiscal Month) (any Borrowing Base Certificate delivered in accordance with this clause (i), a “Monthly Borrowing Base Certificate”) or her knowledge more frequently as the Borrower may elect, so long as the frequency of delivery is maintained by the Borrower for the immediately following sixty (60) day period, and belief, there neither exists (ii) during any period commencing on the date on which Specified Excess Availability shall have been less than the greater of such certificate(x)10.0% of the Line Cap (without giving effect to any increase thereof during an Agent Advance Period) and (y) $17,500,000 for five consecutive Business Days, nor existed and ending on the date that Specified Excess Availability shall have been at least the greater of (x) 10.0% of the Line Cap (without giving effect to any increase thereof during such periodan Agent Advance Period) and (y) $17,500,000 for 20 consecutive calendar days, not later than 5:00 p.m., New York City time, on or before Wednesday of each week (any Default or Event of Default; or Borrowing Base Certificate delivered in accordance with this clause (ii), a “Weekly Borrowing Base Certificate”), in each case, a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) if substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”). A Monthly Borrowing Base Certificate shall be prepared as of the last Business Day of the preceding Fiscal Month. A Weekly Borrowing Base or other Borrowing Base Certificate delivered more frequently than monthly shall be prepared as of the last Business Day of the week or other applicable period preceding such delivery. Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Agent;
(d) one (1) time during each Fiscal Year of the Company (or at any such Default or time Availability is less than the greater of 20% of the Line Cap and $35 million for five (5) consecutive Business Days, two (2) times in each Fiscal Year of the Company) and at any time that any Event of Default exists, specifying as often as the nature Agent reasonably requests a collateral examination of the Accounts, Related Rights and Related Security of the Borrower and the Company, in each case, in scope and form, and conducted by the Agent or from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Agent and at the sole cost and expense of the Borrower. The Agent shall deliver to each Lender, within five (5) Business Days of receipt thereof, each final report delivered to the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes Agent pursuant to take with respect theretothis clause (d);
(de) to the extent available, if at all, as soon as available but in any event within one hundred eighty (180) days promptly after the end of each fiscal year of Realtywritten request by any Lender, any CPA management letters prepared for Realty or any of customary documentation and other information that such Lender reasonably requests in writing in order to comply with its Subsidiaries relating to ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the annual auditPATRIOT Act and the Beneficial Ownership Regulation; and
(ef) with reasonable promptnesspromptly, such additional financial and other information relating regarding the business, legal, financial or corporate affairs of the Borrower or the Company or compliance with the terms of the Loan Documents, as the Agent or any Lender through the Agent may from time to time reasonably request. In no event shall the business requirements set forth in Section 5.1(f) require the Borrower or the Originators to provide any such information which (i) constitutes non-financial affairs trade secrets or non-financial proprietary information of the Borrower, Properties the Company or Realty as any of their Subsidiaries, (ii) in respect of which disclosure to the Bank may reasonably requestAgent or any Lender (or their respective representatives or contractors) is prohibited by Law, fiduciary duty or Contractual Obligation (not created in contemplation thereof) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower will furnish or cause to be furnished Deliver to the Bank with regard Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Borrower, Properties Administrative Agent and Realty, as the case may beRequired Lenders:
(a) Beginning with the fiscal quarter of the Borrower ended September 23, 2012, as soon as available but and in any event within forty-five (45) 60 days after the end of each of the first three fiscal quarters in any of each fiscal year of Realtythe Borrower: (A) consolidated statements of operations of the Parent Guarantor, unaudited the Borrower and the Restricted Subsidiaries, taken together, for such quarter and for the period from the beginning of such fiscal year to the end of such quarter and (B) the related consolidated balance sheets for Realty and its Subsidiaries consolidated cash flow statements of the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken together, as at the end of such quarter, and unaudited consolidated quarter (which financial statements (other than statements of income cash flows), beginning with the fiscal quarter of the Borrower ended September 23, 2012, shall set forth in comparative form the corresponding figures as at the end of and cash flows for Realty the corresponding quarter in the preceding fiscal year) all in reasonable detail and its Subsidiaries accompanied by (x) a certificate in the form of Exhibit D-1 hereto of a senior financial executive of the Parent Guarantor, certifying such financial statements as fairly presenting the financial condition and results of operations of the respective entities covered thereby in accordance with GAAP, excluding accompanying footnotes to the consolidated financial statements and subject, however, to year-end and audit adjustments, which certificate shall include a statement that the senior financial executive signing the same has no knowledge, except as specifically stated, that any Event of Default has occurred and is continuing and (y) management’s discussion and analysis of results of operations for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however to audit and year-end adjustmentscovered thereby.
(b) as As soon as available but and in any event within ninety (90) 120 days after the end of each fiscal year of Realtythe Borrower: (A) consolidated audited statements of operations of the Parent Guarantor, audited the Borrower and the Restricted Subsidiaries, taken together, for such fiscal year and (B) the related consolidated balance sheets for Realty and its Subsidiaries cash flow statements of the Parent Guarantor, the Borrower and the Restricted Subsidiaries, taken together, as at the end of such fiscal year (which financial statements (other than cash flow statements) shall set forth in comparative form the corresponding figures as at the end of and audited consolidated statements of income and cash flows for Realty and its Subsidiaries for such the preceding fiscal year), all in reasonable detail and prepared in accordance with generally accepted accounting principles consistently applied, in each case GAAP and accompanied by (x) to the extent available, an opinion of and report by Price Waterhouse Coopers LLP or other independent certified public accountants a Registered Public Accounting Firm of nationally recognized standing selected by Realty, as the case may be, Borrower and reasonably acceptable to the Bank, such opinion to be unqualified Required Lenders as to scope limitations imposed by Realty said consolidated financial statements of the Parent Guarantor, the Borrower and otherwise without qualification the Restricted Subsidiaries and a certificate of such accountants stating that, in making the examination necessary for said opinion, they obtained no knowledge, except as therein noted;specifically stated, of any failure by the Parent Guarantor, the Borrower or any Restricted Subsidiaries to perform or observe any of its covenants relating to financial matters in this Agreement, (y) a certificate in the form of Exhibit D-2 hereto of a senior financial executive of the Borrower stating that such financial statements are correct and complete and fairly present the financial condition and results of operations of the respective entities covered thereby as at the end of and for such fiscal year and that the executive signing the same has no knowledge, except as specifically stated, that any Event of Default has occurred and is continuing and (z) management’s discussion and analysis of results of operations for the period covered thereby.
(c) accompanying each set Promptly after their becoming available, copies of financial statements and reports which CSC Holdings shall have sent to the holders of Realty furnished notes under the CSC Holdings Indenture or which the Parent Guarantor shall have received as a holder of the Cablevision Notes, and copies of all regular and periodic reports, if any, which the Borrower or any Restricted Subsidiary shall have filed with the SEC, or any governmental agency substituted therefor, or with any national securities exchange.
(d) [Reserved].
(e) As soon as practicable and in any event within ten days after any senior executive of the Borrower or any Restricted Subsidiary or of any general partner of any Restricted Subsidiary shall have obtained knowledge of the occurrence of a Default, a statement describing such Default and the action which is proposed to be taken with respect thereto.
(f) From time to time, with reasonable promptness, such further information regarding the business, affairs and financial condition of the Borrower or any of the Restricted Subsidiaries or any of their respective Affiliates or other affiliates as the Administrative Agent or any Lender, through the Administrative Agent, may reasonably request.
(g) Concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (b), a list of any new, or redesignation with respect to, Restricted Subsidiaries and Unrestricted Subsidiaries.
(h) Within 30 days after each June 30 and December 31, beginning with December 31, 2012, a Compliance Certificate from the Borrower, duly completed and signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower, certifying that the Borrower is in compliance with Section 7.10 as of such June 30 or December 31. Documents required to be delivered pursuant to paragraph Section 6.01(a), (ab) or (bc) above, an officer's certificate executed by (to the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered by extent any such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors and the Borrower has complied documents are included in materials otherwise filed with the Loan Documents SEC) may be delivered electronically and if so delivered, shall be deemed to which it is a party and either have been delivered on the date (i) stating thaton which the Borrower, to the best of his CSC Holdings or her knowledge and beliefCablevision posts such documents, there neither exists or provides a link thereto on the date of such certificate, nor existed during such period, any Default or Event of Defaultwebsite on the Internet at the website address listed on Schedule 12.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that 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 and (B) the Borrower shall notify the Administrative Agent, each Lender (by telecopier or electronic mail) of the posting of any such Default or Event documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of Default exists, specifying the nature thereofsuch documents. Except for such Compliance Certificates, the period Administrative Agent shall have no obligation to request the delivery or to maintain copies of existence thereof the documents referred to above, and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
(d) to the extent available, if at all, as soon as available but in any event within one hundred eighty 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. The Borrower hereby acknowledges that (180a) days after the end of each fiscal year of Realty, any CPA management letters prepared for Realty or any of its Subsidiaries relating Administrative Agent and/or the Lead Arranger will make available to the annual auditLenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials not otherwise publicly filed with the SEC that may be distributed to the Public Lenders and that (w) all such Borrower Materials 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; and
(ex) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with reasonable promptness, such other information relating respect to the business Borrower or financial affairs its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower, Properties or Realty Platform designated “Public Investor”; and (z) the Administrative Agent and the Lead Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Bank may reasonably requestPlatform not designated “Public Investor.”
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower will furnish or cause to be furnished to the Bank with regard to the Borrower, Marketing, Properties and Realty, as the case may be:
(a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of RealtyRealty and Marketing, unaudited consolidated balance sheets for Realty and its Subsidiaries and for Marketing as at the end of such quarter, and unaudited consolidated statements of income and cash flows summaries of changes in financial position for Realty and its Subsidiaries and for Marketing for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter quarter, prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty Realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however to audit and year-end adjustments.;
(b) as soon as available but in any event within ninety (90) days after the end of each fiscal year of RealtyRealty and Marketing, audited consolidated balance sheets for Realty and its Subsidiaries and for Marketing as at the end of such fiscal year and audited consolidated statements of income and cash flows summaries of changes in financial position for Realty and its Subsidiaries and for Marketing for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or & Lybr▇▇▇ ▇▇ other independent certified public accountants of nationally recognized standing selected by RealtyRealty or Marketing, as the case may be, and 6 acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty or Marketing and otherwise without qualification except as therein noted;
(c) accompanying each set of financial statements of Realty furnished pursuant to paragraph (a) or (b) above, an officer's certificate executed by the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default or Event of Default; or (ii) if any such Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
(d) to the extent available, if at all, as soon as available but in any event within one hundred eighty (180) days after the end of each fiscal year of RealtyRealty or Marketing, any CPA management letters prepared for Realty or any of its Subsidiaries relating to the annual audit;
(d) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter of Realty and ninety (90) days after the end of each fiscal year of Realty, a statement from the Borrower of the Funded Debt to EBITDA Ratio as of the end of the most recent fiscal quarter of Realty and Marketing, together with a certificate of the chief financial officer of the Borrower stating that such statement fairly and accurately reflects the Funded Debt to EBITDA Ratio as of the end of the most recent fiscal quarter of Realty and is prepared in accordance with generally accepted accounting principles consistently applied; and
(e) with reasonable promptness, such other information relating to the business or financial affairs of the Borrower, Marketing, Properties or Realty as the Bank may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower will furnish or cause to be furnished to the Bank with regard to the Borrower, Properties and Realty, as the case may be:
(a) as soon as available but in any event within forty-five (45) days after Deliver, or cause the end of Company to deliver, to the Agent for prompt further distribution to each Lender each of the first three fiscal quarters in any fiscal year of Realtyfinancial statements, unaudited consolidated balance sheets for Realty certificates and its Subsidiaries as at the end of such quarter, other documents and unaudited consolidated statements of income and cash flows for Realty and its Subsidiaries for the period commencing with the end information required to be delivered pursuant to Section 4.02 of the preceding fiscal year and ending with Exit Financing Notes Indenture on the end of such quarter prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall same date required to be certified by the chief financial officer of Realty, subject, however to audit and year-end adjustments.delivered thereunder;
(b) as soon as available but in concurrently with the delivery of any event within ninety financial statements pursuant to Sections 5.1(a)(i) and 5.1(a)(ii), a Compliance Certificate of a Responsible Officer of the Borrower that shall include, or have appended thereto, a statement that such Responsible Officer of the Borrower has obtained no knowledge of any continuing Event of Default, or if any such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any action taken or proposed to be taken with respect thereto (90) days after the end of each fiscal year of Realty, audited consolidated balance sheets for Realty and its Subsidiaries as at the end of such fiscal year and audited consolidated statements of income and cash flows for Realty and its Subsidiaries for such fiscal year, prepared in accordance which shall include calculations with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, and acceptable respect to the Bank, Financial Covenant irrespective of whether a Covenant Trigger Event exists at such opinion to be unqualified as to scope limitations imposed by Realty and otherwise without qualification except as therein notedtime);
(c) accompanying each set of financial statements of Realty furnished pursuant to paragraph (a) or (b) abovefrom and after the Closing Date, an officer's certificate executed by the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default or Event of Default; or unless clause (ii) below applies, not later than 5:00 p.m., New York City time on or before the twentieth (20th) day of each Fiscal Month (or, with respect to the first two Fiscal Months following the Closing Date, the thirtieth (30th) day of each such Fiscal Month) or more frequently as the Borrower may elect, so long as the frequency of delivery is maintained by the Borrower for the immediately following sixty (60) day period, and (ii) during any period in which a Liquidity Condition is in effect and in respect of which the Agent has delivered notice thereof as contemplated by the definition thereof, not later than 5:00 p.m., New York City time, on or before Wednesday of each week, in each case, a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail) substantially in the form of Exhibit I (each, a “Borrowing Base Certificate”), which shall be prepared as of the last Business Day of the preceding Fiscal Month in the case of each subsequent Borrowing Base Certificate (or, if any such Default Borrowing Base Certificate is delivered more frequently than monthly, as of the last Business Day of the week or other applicable period preceding such delivery). Each such Borrowing Base Certificate shall include such supporting information as may be reasonably requested from time to time by the Agent;
(d) one (1) time during each Fiscal Year of the Company (or at any time Availability is less than the greater of 20% of the Line Cap and $35 million for five (5) consecutive Business Days, two (2) times in each Fiscal Year of the Company) and at any time that any Event of Default exists, specifying as often as the nature Agent reasonably requests a collateral examination of the Accounts, Related Rights and Related Security of the Borrower and the Company, in each case, in scope and form, and conducted by the Agent or from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Agent and at the sole cost and expense of the Borrower. The Agent shall deliver to each Lender, within five (5) Business Days of receipt thereof, each final report delivered to the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes Agent pursuant to take with respect theretothis clause (d);
(de) to the extent available, if at all, as soon as available but in any event within one hundred eighty (180) days promptly after the end of each fiscal year of Realtywritten request by any Lender, any CPA management letters prepared for Realty or any of customary documentation and other information that such Lender reasonably requests in writing in order to comply with its Subsidiaries relating to ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the annual auditPATRIOT Act and the Beneficial Ownership Regulation; and
(ef) with reasonable promptnesspromptly, such additional financial and other information relating regarding the business, legal, financial or corporate affairs of the Borrower or the Company or compliance with the terms of the Loan Documents, as the Agent or any Lender through the Agent may from time to time reasonably request. In no event shall the business requirements set forth in Section 5.1(f) require the Borrower or the Originators to provide any such information which (i) constitutes non-financial affairs trade secrets or non-financial proprietary information of the Borrower, Properties the Company or Realty as any of their Subsidiaries, (ii) in respect of which disclosure to the Bank may reasonably requestAgent or any Lender (or their respective representatives or contractors) is prohibited by Law, fiduciary duty or Contractual Obligation (not created in contemplation thereof) or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower will furnish deliver to each of the Banks (or cause to be furnished to the Bank with regard to the BorrowerAgent as noted in (d), Properties (e) and Realty, as the case may be:(f)):
(a) as soon as available but practicable, but, in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of Realty, unaudited consolidated balance sheets for Realty and its Subsidiaries as at the end of such quarter, and unaudited consolidated statements of income and cash flows for Realty and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however to audit and year-end adjustments.
(b) as soon as available but in any event within not later than ninety (90) days after the end of each fiscal year of Realtythe Borrower, audited consolidated the balance sheets for Realty and its Subsidiaries sheet of the Borrower as at the end of such fiscal year year, and audited consolidated the related statements of income cash flows, operations and cash flows for Realty and its Subsidiaries retained earnings for such year, each setting forth in comparative form the figures for the previous fiscal year, all such statements to be in reasonable detail, prepared in accordance with generally accepted GAAP, and certified without qualification by Coopers & Lybrand, or by any other nationally recognized independen▇ certified public accounting principles consistently appliedfirm that is currently known as a "Big Four" accounting firm, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or any other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, and accounting firm acceptable to the BankAgent (the "Accountants"), such opinion to be unqualified as to scope limitations imposed by Realty and otherwise without qualification except as therein noted;
(c) accompanying each set of financial statements of Realty furnished pursuant to paragraph (a) or (b) above, an officer's certificate executed by the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered by such financial statements has been made under the supervision of the signer together with a view written statement from such Accountants to determining whetherthe effect that they have read a copy of this Agreement, during such period, each of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party and either (i) stating that, in making the examination necessary to the best said certification, they have obtained no knowledge of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default or Event of Default; , or, if such Accountants shall have obtained knowledge of any then existing Default or (ii) if Event of Default they shall disclose in such statement any such Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
Default; (db) to the extent available, if at all, as soon as available practicable, but in any event within one hundred eighty not later than forty- five (18045) days after the end of each of the fiscal year of Realty, any CPA management letters prepared for Realty or any of its Subsidiaries relating to the annual audit; and
(e) with reasonable promptness, such other information relating to the business or financial affairs quarters of the Borrower, Properties copies of the balance sheet and statement of operations of the Borrower as at the end of such quarter, subject to year end audit adjustments, and statement of income and cash flows, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the principal financial or Realty accounting officer of the Borrower that such financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Borrower as at the Bank may reasonably request.close of business on the date thereof and the results of operations for the period then ended;
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower Guarantor will furnish or cause to be furnished to the Bank with regard to the Borrower, Properties and Realty, as the case may beBank:
(a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of Realtythe Guarantor, an unaudited consolidated balance sheets sheet for Realty the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statements statement of income and cash flows statement of changes in financial position for Realty the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however however, to audit and year-end adjustments.;
(b) as soon as available but and statement of changes in any event within ninety (90) days after financial position for the end of each fiscal year of Realty, audited consolidated balance sheets for Realty and its Subsidiaries as at the end of such fiscal year and audited consolidated statements of income and cash flows for Realty Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or & Lybr▇▇▇ ▇▇ other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty the Guarantor, and otherwise otherwise, without qualification except as therein noted;
(c) accompanying each set of financial statements of Realty the Guarantor furnished pursuant to paragraph (a) or (b) above, an officerOfficer's certificate executed by the chief financial officer of the Borrower and Realty Certificate stating that a review of the activities of the Guarantors Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors Guarantor and the Borrower has complied with kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default default under any existing loan or Event of Default; credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such Default default under any existing loan or Event of Default credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
(de) contemporaneously with the filing or mailing thereof, copies of such other financial statements or reports as the Guarantor shall send to its stockholders, and copies of all regular, and periodic and other reports which the extent available, if at all, as soon as available but in any event within one hundred eighty (180) days after Guarantor may be required to file with the end of each fiscal year of Realty, any CPA management letters prepared for Realty Securities and Exchange Commission or any of its Subsidiaries relating to the annual auditother governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and
(ef) with reasonable promptness, such other information relating to the business or financial affairs of the Borrower, Properties or Realty Guarantor as the Bank may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower will furnish or cause to be furnished to the Bank with regard to the Borrower, Marketing, Properties and Realty, as the case may be:
(a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of RealtyRealty and Marketing, unaudited consolidated balance sheets for Realty and its Subsidiaries (including the Borrower) and for Marketing as at the end of such quarter, and unaudited consolidated statements of income and cash flows summaries of changes in financial position for Realty and its Subsidiaries subsidiaries (including the Borrower) and for Marketing for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter quarter, prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty Realty and its Subsidiaries (including the Borrower) shall be certified by the chief financial officer of Realty, subject, however to audit and year-end adjustments.;
(b) as soon as available but in any event within ninety (90) days after the end of each fiscal year of RealtyRealty and Marketing, audited consolidated balance sheets for Realty and its Subsidiaries (including the Borrower) and for Marketing as at the end of such fiscal year and audited consolidated statements of income and cash flows summaries of changes in financial position for Realty and its Subsidiaries (including the Borrower) and for Marketing for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or & Lybr▇▇▇ ▇▇ other independent certified public accountants of nationally recognized standing selected by RealtyRealty or Marketing, as the case may be, and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty or Marketing and otherwise without qualification except as therein noted;
(c) accompanying each set of financial statements of Realty furnished pursuant to paragraph (a) or (b) above, an officer's certificate executed by the chief financial officer of the Borrower and Realty stating that a review of the activities of the Guarantors and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors and the Borrower has complied with the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default or Event of Default; or (ii) if any such Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
(d) to the extent available, if at all, as soon as available but in any event within one hundred eighty (180) days after the end of each fiscal year of RealtyRealty or Marketing, any CPA management letters prepared for Realty or any of its Subsidiaries (including the Borrower) relating to the annual audit;
(d) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter of Realty and ninety (90) days after the end of each fiscal year of Realty, a statement from the Borrower of the Funded Debt to EBITDA Ratio as of the end of the most recent fiscal quarter of Realty and Marketing, together with a certificate of the chief financial officer of the Borrower stating that such statement fairly and accurately reflects the Funded Debt to EBITDA Ratio as of the end of the most recent fiscal quarter of Realty and is prepared in accordance with generally accepted accounting principles consistently applied; and
(e) with reasonable promptness, such other information relating to the business or financial affairs of the Borrower, Marketing, Properties or Realty as the Bank may reasonably request.
Appears in 1 contract
Financial Statements, Certificates and Other Information. The Borrower Guarantor will furnish or cause to be furnished to the Bank with regard to the Borrower, Properties and Realty, as the case may beBank:
(a) as soon as available but in any event within forty-five (45) days after the end of each of the first three fiscal quarters in any fiscal year of Realtythe Guarantor, an unaudited consolidated balance sheets sheet for Realty the Guarantor and its Subsidiaries as at the end of such quarter, and an unaudited consolidated statements statement of income and cash flows statement of changes in financial position for Realty the Guarantor and its Subsidiaries for the period commencing with the end of the preceding fiscal year and ending with the end of such quarter quarter, together with a certificate of the chief financial officer of the Guarantor stating that such financial statements fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and have been prepared in accordance with generally accepted accounting principles consistently applied, in each case the financial statements for realty and its Subsidiaries shall be certified by the chief financial officer of Realty, subject, however however, to audit and year-end adjustments.;
(b) as soon as available but in any event within ninety (90) days after the end of each fiscal year of Realtyyear, an audited consolidated balance sheets sheet for Realty the Guarantor and its Subsidiaries as at the end of such fiscal year year, and an audited consolidated statements statement of income and cash flows statement of changes in financial position for Realty the Guarantor and its Subsidiaries for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied, in each case accompanied by the opinion of and report by Price Waterhouse Coopers LLP or & Lybr▇▇▇ ▇▇ other independent certified public accountants of nationally recognized standing selected by Realty, as the case may be, Guarantor and acceptable to the Bank, such opinion to be unqualified as to scope limitations imposed by Realty the Guarantor, and otherwise otherwise, without qualification except as therein noted;
(c) accompanying each set of financial statements of Realty the Guarantor furnished pursuant to paragraph (a) or (b) above, an officerOfficer's certificate executed by the chief financial officer of the Borrower and Realty Certificate stating that a review of the activities of the Guarantors Guarantor and the Borrower during the period covered by such financial statements has been made under the supervision of the signer with a view to determining whether, during such period, each of the Guarantors Guarantor and the Borrower has complied with kept, observed, performed and fulfilled each and every covenant and condition of each of the Loan Documents to which it is a party and either (i) stating that, to the best of his or her knowledge and belief, there neither exists on the date of such certificate, nor existed during such period, any Default default under any existing loan or Event of Default; credit agreement to which the Guarantor or the Borrower is a party, or (ii) if any such Default default under any existing loan or Event of Default credit agreement to which the Guarantor or the Borrower is a party existed or exists, specifying the nature thereof, the period of existence thereof and what action the Guarantors Guarantor or the Borrower, as appropriate, has taken, is taking or proposes to take with respect thereto;
(d) accompanying each set of financial statements of the Guarantor set forth in paragraph (b) above, a certificate of the accounting firm stating that they have read a copy of this Agreement and that, in the course of their regular audit of the business of the Guarantor, which was conducted in accordance with generally accepted auditing standards, nothing has come to their attention that caused them to believe that any default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has occurred during the fiscal year in question or exists at the date of such certificate or, if in the opinion of such firm a default under any existing loan or credit agreement to which the Guarantor or the Borrower is a party has so existed or exists, a statement as to the extent availablenature thereof;
(e) contemporaneously with the filing or mailing thereof, if at allcopies of such other financial statements or reports as the Guarantor shall send to its stockholders, as soon as available but in any event within one hundred eighty (180) days after and copies of all regular, and periodic and other reports which the end of each fiscal year of Realty, any CPA management letters prepared for Realty Guarantor may be required to file with the Securities and Exchange Commission or any of its Subsidiaries relating to the annual auditother governmental commission, department, board, bureau or agency, federal or state (including without limitation all reports on Forms 10-K, 10-Q and 8-K); and
(ef) with reasonable promptness, such other information relating to the business or financial affairs of the Borrower, Properties or Realty Guarantor as the Bank may reasonably request.
Appears in 1 contract