Items to be Furnished. Borrowers and Guarantor shall cause the following to be furnished to Lender: (a) As soon as available, but no later than 150 days after the last day of each fiscal year of Guarantor, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a firm of independent certified public accountants acceptable to Lender, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the financial condition and results of operations of Guarantor and its Subsidiaries, and (ii) a Financial Report Certificate with respect to such Financial Statements. (b) As soon as available, but no later than 75 days after the last day of each fiscal quarter of Borrowers and Guarantor (i) Financial Statements showing the financial condition and results of operations of Borrowers and Guarantor as of, and for the period from the beginning of the current fiscal year to, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender. (c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31. (d) Promptly after the issuance thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor. (e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto. (f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor. (g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto. (h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect. (i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 3 contracts
Sources: Credit Agreement (Gateway Energy Corp/Ne), Credit Agreement (Gateway Energy Corp/Ne), Credit Agreement (Gateway Energy Corp/Ne)
Items to be Furnished. Borrowers and Guarantor The Loan Parties shall cause the following to be furnished to LenderAgent, for distribution to each Lender at its respective principal office, as designated by each Lender to Agent and Loan Parties from time to time:
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred twenty (120) days after the last day of each fiscal year of Guarantorthe Loan Parties (provided, Financial Statements that, for the fiscal year ending December 31, 2015, the delivery date shall be one hundred eighty (180) days after the last day of such fiscal year), audited financial statements (including statements of income, cash flows and Equityholders’ equity and a balance sheet) showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Loan Parties as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of independent certified public accountants acceptable to LenderLenders (the “Accounting Firm”), based on an audit using generally accepted auditing standards, that such Financial Statements the financial statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Loan Parties; and
(ii) a Financial Report Compliance Certificate with respect to such Financial Statementsfinancial statements certifying (A) as to the Loan Parties’ compliance with the financial covenants set forth in Section 10 of this Agreement and (B) that such financial statements were prepared in accordance with the Accounting Practices (subject to normal year-end adjustments and the absence of footnote disclosures) and present fairly, in all material respects, the consolidated financial condition and results of operations of the Loan Parties.
(b) As soon as availablePromptly after preparation, but and no later than 75 thirty (30) days after the last day of each calendar month of the Loan Parties, internally-certified unaudited financial statements (including consolidated statements of income and cash flows and a balance sheet) showing the consolidated financial condition and results of operations of the Loan Parties as of, and for the month, year-to-date and, if applicable, quarter period ended on, that last day. The Loan Parties’ certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements were prepared in accordance with the Accounting Practices (subject to normal year-end adjustments and the absence of footnote disclosures) and present fairly, in all material respects, the consolidated financial condition and results of operations of the Loan Parties.
(c) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of Borrowers and Guarantor Loan Parties:
(i) Financial Statements showing a management discussion and analysis that includes a discussion and explanation of material variances among (A) the comparison of the Loan Parties’ actual operating results to budget for such fiscal quarter and for the year to date period then ended, (B) the comparison of the Loan Parties’ operating results for such fiscal quarter and for the year to date period then ended to the corresponding periods in the prior year and (C) a comparison of the Loan Parties’ operating results for such fiscal quarter to the immediately preceding fiscal quarter; and
(ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Loan Parties’ compliance with the financial covenants set forth in Section 10 of this Agreement, and (B) that such financial statements (I) were prepared on a basis consistent with the Accounting Practices (subject to normal year-end adjustments and the absence of footnote disclosures), and (II) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrowers and Guarantor as of, and for the period from the beginning of the current fiscal year to, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Loan Parties.
(d) Promptly after the issuance thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partypreparation, and any press release or other no later than the last day of January of each year (assuming a fiscal year end of December 31), an annual operating plan (with a level of detail consistent with the Projections) for the Loan Parties on a consolidated basis, approved by the Board of Directors of the Company, for the current fiscal year (if delivered in January of such year), that (i) includes a statement made available generally by or of all of the material assumptions on behalf which such plan is based, (ii) includes budgeted monthly balance sheets, income statements and statements of Borrowers or Guarantor cash flows for such fiscal year, as well as comparisons of such items to the public, which relate to any facts or circumstances that individually or corresponding months in the aggregate prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities; provided, however, that with respect to fiscal year 2016, the operating plan shall be prepared consistent with the Loan Parties’ historical practices, and include monthly budgeted profit and loss (but not balance sheet) information only. Agent and Lenders acknowledge and agree that such projections are estimates only and that actual financial performance may have a Material Adverse Effect on any of the Borrowers or Guarantorvary materially from that set forth in such projections.
(e) Notice promptly Promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorpreparation, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within no later than five (5) Business Days after Borrowers the Loan Parties’ federal income tax return has been filed, copies of each federal income tax return (and Form K-1’s, if applicable) and to the extent reasonably requested by the Agent, related tax reporting information for each Loan Party for the applicable fiscal year.
(f) Promptly after receipt, a copy of each interim or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred special audit report and management letter issued by independent accountants with respect to any Plan Loan Party or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief its financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretorecords.
(hg) As soon as possible and in Notice, promptly after any event within five Loan Party receives notice of, or otherwise becomes aware of, (5i) days after the occurrence thereof, written notice institution of any matter that Litigation involving any Loan Party which, if adversely determined, could reasonably be expected to have result in a Material Adverse EffectEvent, (ii) any other event which could reasonably be expected to result in a Material Adverse Event, (iii) any violation by any Loan Party of ERISA or any Law with respect to an Employee Plan, where there is any reasonable likelihood of the imposition of liability on such Loan Party as a result thereof that could be reasonably expected to result in a Material Adverse Event, or (iv) any Default or Potential Default, specifying the nature thereof and what action, if any, each Loan Party has taken, is taking or proposes to take.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 3 contracts
Sources: Loan Agreement, Loan Agreement, Loan Agreement (YogaWorks, Inc.)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, commencing with the fiscal year ending December 31, 2020, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a firm opinion of independent certified public accountants acceptable to Lenderof recognized national standing, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal year of the Borrower (commencing with the fiscal quarter of Borrowers and Guarantor ending March 31, 2021), (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently Promptly after preparation, true copies of all regular and periodic reports, proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the delivery SEC; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of each this Agreement when posted to the website of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate Borrower or the website of the chief financial officer SEC and written notice of Borrowers and Guarantor (i) stating that such posting has been delivered to the best Administrative Agent. However, only registration statements covering more than 2% of such officerthe Borrower’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed outstanding shares of common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after any Responsible Officer of the issuance Borrower obtains actual knowledge thereof, true copies any Event of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of specifying the nature and extent thereof and the corrective action Borrowers or Guarantor has taken, is taking, or proposes (if any) proposed to take be taken with respect thereto.
(fe) A summaryPromptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, notice of the filing or commencement of, or when requested any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on arbitration, against any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details Company as to such Reportable Event or Prohibited Transaction or Plan termination which an adverse determination is reasonably probable and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereofwhich, written notice of any matter that could if adversely determined, would reasonably be expected to have a Material Adverse Effect.
(if) Promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, notice of any other development specific to any Company that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect.
(g) Promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, notice of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect.
(h) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
(i) Intentionally Omitted.
Appears in 2 contracts
Sources: Credit Agreement (Qwest Corp), Credit Agreement (Lumen Technologies, Inc.)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, commencing with the fiscal year ending December 31, 2020, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a firm opinion of independent certified public accountants acceptable to Lenderof recognized national standing, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal year of the Borrower (commencing with the fiscal quarter of Borrowers and Guarantor ending March 31, 2021), (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently Promptly after preparation, true copies of all regular and periodic reports, proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the delivery SEC; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of each this Agreement when posted to the website of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate Borrower or the website of the chief financial officer SEC and written notice of Borrowers and Guarantor (i) stating that such posting has been delivered to the best Administrative Agent. However, only registration statements covering more than 2% of such officerthe Borrower’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed outstanding shares of common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after any Responsible Officer of the issuance Borrower obtains actual knowledge thereof, true copies any Event of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of specifying the nature and extent thereof and the corrective action Borrowers or Guarantor has taken, is taking, or proposes (if any) proposed to take be taken with respect thereto.
(fe) A summaryPromptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, notice of the filing or commencement of, or when requested any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on arbitration, against any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details Company as to such Reportable Event or Prohibited Transaction or Plan termination which an adverse determination is reasonably probable and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereofwhich, written notice of any matter that could if adversely determined, would reasonably be expected to have a Material Adverse Effect.
(if) Promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, notice of any other development specific to any Company that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect.
(g) Promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof, notice of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect. 52 48429166.1
(h) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
(i) Intentionally Omitted.
Appears in 2 contracts
Sources: Credit Agreement (Qwest Corp), Credit Agreement (Lumen Technologies, Inc.)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Restricted Company in connection with any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or in the aggregate may have collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Restricted Companies have taken, is are taking, or proposes propose to take with respect thereto.
take, (fv) A summaryany breach or nonperformance of, or when requested by Lenderdefault under, copies, a Material Agreement of all material proceedings, hearings or other actions conducted before any Tribunal a Restricted Company that is reasonably likely to result in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on Event, (vi) any material change in accounting policies or financial reporting practices by any Restricted Company, (vii) the occurrence of any Internal Control Event, or (viii) the occurrence of any event pursuant to which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Borrowers Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or Guarantor.
its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) is granted or otherwise obtains or receives the right to acquire (g) As soon as possible such right, an “option right”), whether such right is exercisable immediately or only after the passage of time, directly or indirectly, 5% or more of the equity securities of VRI entitled to vote for members of the board of directors or equivalent governing body of VRI on a fully-diluted basis (and in any event within five (5) Business Days after Borrowers taking into account all such securities that such person or Guarantor know or should know that any Reportable Event or Prohibited Transaction group has occurred with respect the right to acquire pursuant to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA option right). Each notice pursuant to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.Section 9.1(d)
Appears in 2 contracts
Sources: Amendment Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies; provided, that such opinion may include appropriate qualifications related to any actual or potential impact, direct or indirect, arising as a result of or related to (or could reasonably be expected to arise out of or result from) COVID-19 on the Companies’ consolidated financial condition, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements; provided that during the Temporary Waiver Period, and (ii) a report from each Borrower shall include in such Compliance Certificate, for informational purposes only, calculations of the Borrowers summarizing the results of their respective Pipeline Systems, financial covenants set forth in form and substance acceptable to the LenderSection 11.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Restricted Company in connection with any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or in the aggregate may have collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Restricted Companies have taken, is are taking, or proposes propose to take with respect thereto.
take, (fv) A summaryany breach or nonperformance of, or when requested by Lenderdefault under, copies, a Material Agreement of all material proceedings, hearings or other actions conducted before any Tribunal a Restricted Company that is reasonably likely to result in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on Event, (vi) any material change in accounting policies or financial reporting practices by any Restricted Company, (vii) the occurrence of any Internal Control Event, or (viii) the occurrence of any event pursuant to which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Borrowers Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or Guarantor.
its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) is granted or otherwise obtains or receives the right to acquire (g) As soon as possible such right, an “option right”), whether such right is exercisable immediately or only after the passage of time, directly or indirectly, 5% or more of the equity securities of VRI entitled to vote for members of the board of directors or equivalent governing body of VRI on a fully-diluted basis (and in any event within five (5) Business Days after Borrowers taking into account all such securities that such person or Guarantor know or should know that any Reportable Event or Prohibited Transaction group has occurred with respect the right to acquire pursuant to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA option right). Each notice pursuant to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.Section 9.1(d)
Appears in 2 contracts
Sources: Credit Agreement (Vail Resorts Inc), Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to the Administrative Agent and each Lender:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of this Section 6.3all regular and periodic reports, a certificate statements, documents, plans, and other written communications furnished by or on behalf of any Company to stockholders or to the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the chief financial officer Borrower's outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedings, hearings or other actions conducted before any Tribunal as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorSection 6.14(c).
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent's or any Lender's reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Centurytel Inc), 364 Day Revolving Credit Agreement (Centurytel Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantoreach of Parent and Communications, Financial Statements showing the consolidated and consolidating financial condition and results of operations calculated separately for each of Guarantor (x) Parent and its Subsidiaries and (y) Communications and its Subsidiaries (other than Logix and its Subsidiaries), as of, and for the year ended on, such last day, each accompanied by by:
(i) with respect to the opinionconsolidated Financial Statements of Parent and its Subsidiaries and the consolidated and consolidating Financial Statements of Communications and its Subsidiaries, without material qualification, by the unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to Parent and its Subsidiaries or Communications and its Subsidiaries (other than Logix and its Subsidiaries), as the case may be) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor Parent and its Subsidiaries or Communications and its Subsidiaries (other than Logix and its Subsidiaries), as the case may be;
(ii) any management letter prepared by such accounting firm;
(iii) with respect to the Financial Statements of the Parent and its Subsidiaries, a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Parent or Communications (as the case may be), with a copy to Administrative Agent, acknowledging that (A) Parent or Communications, as the case may be, plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Parent or Communications, as the case may be, that Administrative Agent and Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (iiC) Parent or Communications, as the case may be, intends for Administrative Agent and Lenders to so rely; and
(v) with respect to the consolidated and consolidating Financial Statements of the Parent, a Compliance Certificate.
(b) Promptly after preparation, and no later than 60 days after the last day of each fiscal quarter of Parent and Borrower, Financial Report Statements showing the consolidated financial condition and results of operations calculated for the Parent and its Subsidiaries and the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by a Compliance Certificate with respect to such Financial Statements.
(bc) As soon as available, but no later than 75 Within 60 days after the last day end of each fiscal quarter of Borrowers and Guarantor (i) Financial Statements Borrower, a management report, showing the financial condition and for each System results of operations of Borrowers and Guarantor as ofsubscriber counts, discussing the financial results and comparing actual performance results to the Budget for such period, and for the period from the beginning outlining principal factors affecting performances of the current fiscal year toeach market, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, all in form and substance acceptable satisfactory to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after On or prior to March 31 of each fiscal year of Borrower, the issuance thereoffinancial Budget for such fiscal year, true copies of any order issued accompanied by any Tribunal a certificate executed by a Responsible Officer, certifying that such Budget was prepared by Borrower based on assumptions which, in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any light of the Borrowers or Guarantorhistorical performance of the Companies and their prospects for the future, are realistic and achievable.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPromptly upon receipt thereof, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, copies of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate auditor's annual management letters delivered to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorBorrower.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Dobson Communications Corp), Credit Agreement (Dobson Sygnet Communications Co)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Administrative Agent (with sufficient copies for each Lender:):
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a unqualified opinion of the firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or another firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies;
(ii) any management letter prepared by the accounting firm delivered in connection with its audit;
(iii) a Financial Report certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof;
(iv) a Compliance Certificate with respect to such the Financial Statements; and
(v) a certificate listing the Properties in the Pool and Operating Sub-Pool, together with a computation in reasonable detail of the Historical Values and the Implied Value and showing Borrower's compliance with Sections 7.15 and 8.14.
(b) As soon as availablePromptly after preparation, but and no later than 75 fifty (50) days after the last day of each fiscal quarter (except the last) of Borrowers and Guarantor Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last day, and (ii) a Financial Report Compliance Certificate with respect to such the Financial Statements, and (iiiii) a report from each certificate listing the Properties in the Pool and Operating Sub-Pool, together with a computation in reasonable detail of the Borrowers summarizing Historical Values and the results of their respective Pipeline Systems, in form Implied Value and substance acceptable to the Lendershowing Borrower's compliance with Sections 7.15 and 8.14.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken management letter issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after a Responsible Officer of Borrower knows of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or Company, could reasonably be expected to result in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Company in any Loan Document Document, (iii) the receipt by any Company of notice of any violation or alleged violation of any Applicable Pension Law or any Environmental Law which individually or collectively with other violations or allegations could reasonably be expected to result in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorEvent, or (iv) a Default or Potential Default, written notice of specifying the nature thereof and the what action Borrowers or Guarantor Borrower has taken, is taking, or proposes to take with respect thereto.
(fe) A summaryPromptly after filing, or when requested by Lendertrue, copiescorrect, and complete copies of all material proceedingsreports or filings filed by or on behalf of any Company with any Tribunal (including copies of each Form 10-K, hearings Form 10-Q, and Form S-8 filed by or on behalf of any Company with the Securities and Exchange Commission).
(f) Promptly after the mailing or delivery thereof, copies of all material reports or other actions conducted before any Tribunal in respect information from Borrower generally to the holders of the Collateral and the operations of Borrowers its common or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorpreferred Stock.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that Promptly upon the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effectconsummation thereof, a certificate description in reasonable detail of the chief financial officer any acquisition of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretomaterial assets other than investments in industrial Properties.
(h) As soon as possible and Promptly upon any Change in any event within five (5) days after the occurrence thereofControl, written notice of any matter that could reasonably be expected to have such event together with a Material Adverse Effectdescription of the transaction giving rise thereto.
(i) Promptly upon written request therefor by LenderAdministrative Agent and to the extent available after reasonable inquiry by Borrower, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities a list of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably requestall registered major holders of Stock of Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Prologis Trust), Term Loan Credit Agreement (Prologis Trust)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAgent:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) any management letter prepared by the accounting firm delivered in connection with its audit, and
(iii) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each fiscal quarter of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken management letter issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly (and, in any event, within five Business Days) after Borrower knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Company in any Loan Document which individually Document, (iii) the receipt by any Company of notice of any violation or in alleged violation of ERISA or any Environmental Law or of any condition which, under any applicable Environmental Law, could give rise to liability or impair the aggregate may have saleable value of any real property now or previously owned, leased or used by any Company, or (iv) a Default, Potential Default or Material Adverse Effect on any of the Borrowers or GuarantorEvent, or a Default or Potential Default, written notice of in each case specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take take.
(e) Promptly (and, in any event, within 10 days) after filing or sending, copies of all material reports or filings filed by or on behalf of any Company with respect theretoany Tribunal (including, without limitation, copies of each Form 10-K, Form 10-Q and Form S-8 filed by or on behalf of any Company with the Securities and Exchange Commission) or sent to its stockholders.
(f) A summaryPromptly after preparation, or when requested by Lenderand no later than 30 days after the last day of each fiscal quarter of Borrower, copies, copies of all material proceedings, hearings Phase I Environmental Site Assessment Reports obtained by the Companies in connection with acquisitions of interests in real property (or other actions conducted before any Tribunal acquisitions of Persons owning interests in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorreal property) closed during such fiscal quarter.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAgent or Determining Lenders (through Agent), such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor the Companies and such opinions, certifications, certifications and documents, documents in addition to those mentioned herein, as Lender may reasonably requestin this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the chief financial officer Borrower’s outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 4.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedings, hearings or other actions conducted before any Tribunal as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorSection 7.14(b).
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 2 contracts
Sources: Five Year Revolving Credit Agreement (Centurytel Inc), Five Year Revolving Credit Agreement (Centurytel Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies; provided, that such opinion may include appropriate qualifications related to any actual or potential impact, direct or indirect, arising as a result of or related to (or could reasonably be expected to arise out of or result from) COVID-19 on the Companies’ consolidated financial condition, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies’ periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Restricted Company in connection with any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take collectively with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.other
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Lender:
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of GuarantorBorrower beginning with the fiscal year ending December 31, Financial Statements 2008, audited financial statements (including statements of operations, stockholders’ equity, and cash flows and a balance sheet) showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, and accompanied by by:
(i) the opinion, without material qualification, by opinion of a firm of independent certified public accountants acceptable satisfactory to Lender, based on an audit using generally accepted auditing standards, that such Financial Statements the financial statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its SubsidiariesCompanies, and and
(ii) a Financial Report Compliance Certificate with respect to such Financial Statementsfinancial statements to be delivered under this clause (a), calculating and certifying as to the Companies’ compliance with the financial covenants under this Agreement.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each fiscal quarter March, June, September and December unaudited financial statements (including statements of Borrowers operations, stockholders’ equity, and Guarantor (icash flows and a balance sheet) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the prior quarter and for the period from the beginning of the current fiscal year toto the last day of that quarter, such last dayaccompanied by a Compliance Certificate, and a Financial Report Certificate with respect to such Financial Statementsfinancial statements to be delivered under this clause (b), calculating and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable certifying as to the LenderCompanies’ compliance with the financial covenants under this Agreement and certifying that no Default or Potential Default exists.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3Notice, a certificate of the chief financial officer of Borrowers and Guarantor promptly after any Company receives notice of, or otherwise becomes aware of, (i) stating that to the best institution of such officer’s knowledgeany Litigation involving any Company for which the monetary amount at issue is greater than $250,000, no Default has occurred and is continuingindividually, or if a Default has occurred and is continuing$250,000 in the aggregate, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail any liability or alleged liability under any Environmental Law arising out of, or directly affecting, the calculations demonstrating compliance properties or operations of such Company, (iii) any substantial dispute with Sections 6.29any Governmental Authority, 6.30 and 6.31.
(div) Promptly after the issuance thereof, true copies incurrence of any order issued material contingent Debt other than performance guaranties in respect of contracts entered into by any Tribunal Company in any Litigation to which Borrowers or Guarantor are a partythe ordinary course of its business, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(ev) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of specifying the nature thereof and the what action Borrowers or Guarantor each Company has taken, is taking, or proposes to take take.
(d) Promptly after preparation, but no later than 10 days after the date of filing, a completed tax return of Borrower, together with a certificate of Responsible Officer of Borrower certifying as to the dividends or distributions declared or made in respect theretoof the calendar year covered by such tax return.
(e) To the extent it is not part of the Borrower’s consolidated tax return, promptly after preparation, but no later than 10 days after the date of filing, a completed tax return of each Guarantor.
(f) A summaryConcurrently with the occurrence of (i) such change, notify Lender of any change in the name, legal structure, place of business, or when requested chief executive office of any Company, or (ii) any acquisition or creation of a Subsidiary by Lenderany Company, copies, notify Lender that any Person has become a Subsidiary of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorsuch Company.
(g) As soon as possible and Upon Lender’s request, but in any event within five on at least an annual basis, true and correct current financial statements of Borrower and each Guarantor in form and substance satisfactory to Lender. The financial statements shall include, among other things, detailed information regarding (5i) Business Days after Borrowers any entities such as corporations, partnerships, or limited liability companies of which Borrower or any Guarantor know is the majority owner and (ii) any entities of which Borrower or should know that any Reportable Event Guarantor is not the majority owner, but for which Borrower or Prohibited Transaction has occurred with respect to such Guarantor is directly or contingently liable on debts or obligations of any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretokind incurred by those entities.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by Lender, such information (and documents not otherwise required to be furnished under the Loan Documents) Documents respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably requestthe Companies.
Appears in 1 contract
Sources: Credit Agreement (Deep Down, Inc.)
Items to be Furnished. Borrowers and Guarantor shall cause the following to be furnished to Lendereach Lender at its respective principal office, as designated by each Lender to Borrowers from time to time:
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred twenty (120) days after the last day of each fiscal year of GuarantorBorrowers, Financial Statements audited financial statements (including statements of income, cash flows and stockholders’ equity, a balance sheet, a consolidating statement of income and a consolidating balance sheet detailing the statement of income and balance sheet for each individual Borrower and the adjustments required to eliminate any intercompany transactions, if applicable, key operating statistics and a summary of accounting policies and detailed notes) showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Borrowers as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of independent certified public accountants acceptable to LenderLenders (the “Accounting Firm”), based on an audit using generally accepted auditing standards, that such Financial Statements the financial statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Borrowers; and
(ii) a Financial Report Compliance Certificate with respect to such Financial Statementsfinancial statements certifying (A) as to the Borrowers’ compliance with the financial covenants set forth in Section 10 of this Agreement and (B) that such financial statements were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition and results of operations of the Borrowers.
(b) As soon as availablePromptly after preparation, but and no later than 75 thirty (30) days after the last day of each calendar month of Borrowers, internally-certified unaudited financial statements (including statements of income and cash flows, a balance sheet, a consolidating statement of income and a consolidating balance sheet detailing the statement of income and balance sheet for each individual Borrower and the adjustments required to eliminate any intercompany transactions, if applicable, key operating statistics and detailed notes) showing the consolidated financial condition and results of operations of the Borrowers as of, and for the month, year-to-date and, if applicable, quarter period ended on, that last day. The Borrowers’ certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with Borrowers’ historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of the Borrowers.
(c) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of Borrowers, Borrowers and Guarantor shall deliver the following to Lenders:
(i) Financial Statements showing a management discussion and analysis that includes a discussion and explanation of (A) the comparison of the Borrowers’ actual operating results to budget for such fiscal quarter and for the year to date period then ended, (B) the comparison of the Borrowers’ operating results for such fiscal quarter and for the year to date period then ended to the corresponding periods in the prior year, (C) a comparison of Borrowers’ operating results for such fiscal quarter to the immediately preceding fiscal quarter, and (D) the Borrowers’ current financial position in comparison to (I) the prior quarter, (II) the prior year-end, and (III) the budget for such period then ended; and
(ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s compliance with the financial covenants set forth in Section 10 of this Agreement, and (B) that such financial statements (I) were prepared in accordance with GAAP and on a basis consistent with Borrowers’ historical financial statements and (II) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrowers and Guarantor as of, and for the period from the beginning of the current fiscal year to, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Borrowers.
(d) Promptly after the issuance thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partypreparation, and any press release or other no later than the last day of January of each year (assuming a fiscal year end of December 31), an annual operating plan (with a level of detail consistent with the Projections) for Borrowers on a consolidated and consolidating (by location) basis, approved by the Board of Directors of the Company, for the current fiscal year (if delivered in January of such year), that (i) includes a statement made available generally by or of all of the material assumptions on behalf which such plan is based, (ii) includes budgeted monthly balance sheets, income statements and statements of Borrowers or Guarantor cash flows for such fiscal year, as well as comparisons of such items to the public, which relate to any facts or circumstances that individually or corresponding months in the aggregate may have a Material Adverse Effect prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on any the same basis and in similar detail as that on which operating results are reported (and in the case of the Borrowers or Guarantorcash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities.
(e) Notice promptly Promptly after Borrowers or Guarantor know or should know preparation, and no later than the earlier to occur of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in (i) 120 days after the aggregate may have a Material Adverse Effect on any end of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations each fiscal year of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(gii) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction Borrowers’ federal income tax return has occurred with respect to any Plan or that been filed, copies of each federal income tax return (and Form K-1’s, if applicable) and related tax reporting information for each Borrower for the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effectprior fiscal year.
(i) Promptly after receipt, a copy of each interim or special audit report and management letter issued by independent accountants with respect to any Borrower or its financial records.
(f) Notice, promptly after any Borrower receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving any Borrower which, if adversely determined, could reasonably be expected to result in a Material Adverse Event, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of any Borrower to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of such Borrower, (v) any violation or alleged violation by any Borrower of ERISA or any Law with respect to an Employee Plan, or (vi) any Default or Potential Default, specifying the nature thereof and what action each Borrower has taken and is taking or proposes to take.
(g) Promptly upon reasonable request therefor by any Lender, such information (and documents not otherwise required to be furnished under the Loan Documents) Documents respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably requestthe Borrowers.
Appears in 1 contract
Sources: Loan Agreement (Asure Software Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAgent from time to time:
(a) As soon as availablePromptly after preparation, but and no later than 150 ninety (90) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements audited financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, cash flows and stockholders’ equity, and balance sheet) showing the consolidated financial condition and results of operations of Guarantor Borrower and its Subsidiaries consolidated subsidiaries as of, and for the year ended on, such that last dayday (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the audited financial statements), accompanied by by:
(i) the opinion, without material qualification, by a firm opinion of independent certified public accountants acceptable to Lenderan Accounting Firm, based on an audit using generally accepted auditing standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and
(ii) a Compliance Certificate with respect to such financial statements certifying (A) as to the Borrower’s and Guarantors’ compliance with the Financial Statements Covenants and (B) that such financial statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor Borrower and its Subsidiaries, and (ii) a Financial Report Certificate with respect to such Financial StatementsGuarantors.
(b) As soon as availablePromptly after preparation, but and no later than 75 thirty (30) days after the last day of each fiscal quarter of Borrowers Borrower, internally-certified financial statements of Borrower and Guarantor its consolidated subsidiaries (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of Borrower, and its consolidated subsidiaries as of, and for the quarter and year-to-date (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the interim financial statements). The Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with Borrower’s and Guarantors historical financial statements and (ii) present fairly, in all material respects, the consolidated financial condition and results of operations of Borrower and Guarantors.
(c) Promptly after preparation, and no later than January 15 of each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) and TVIP for the current fiscal year, that (i) includes a statement of all of the material assumptions on which such budget is based, (ii) income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the case of cash flow projections, representing management’s good faith estimates of future financial performance based on historical performance), and including plans for personnel, Capital Expenditures and facilities.
(d) No later than thirty (30) days after the end of each fiscal quarter of Borrower, a Compliance Certificate, showing the Borrower’s and Guarantors’ compliance with the Financial Statements Covenants including the calculations required to establish whether the Borrower was in compliance with Section 10 of this Agreement.
(e) Promptly after receipt, a copy of each interim or special audit or review report and management letter issued by independent accountants with respect to Borrower or any Guarantor or their financial records.
(f) Notice, promptly after Borrower or any Guarantor receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving Borrower or any Guarantor which, if adversely determined, could reasonably be expected to result in a Material Adverse Event, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of Borrower or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the properties or operations of such Borrower or any Guarantor, or (v) any Default or Potential Default, specifying the nature thereof and what action Borrower, and each Guarantor, has taken and is taking or proposes to take.
(g) Promptly after preparation, and no later than thirty (30) days after the last day of each fiscal quarter of TVIP, internally prepared financial statements of TVIP (including statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) showing the consolidated financial condition and results of operations of TVIP as of and for the quarter and year-to-date. The Borrower’s certificate included with the TVIP financial statements will, at a minimum, include a statement that such financial statements (i) were prepared in accordance with GAAP and on a basis consistent with TVIP’s historical financial statements and (ii) present fairly, in all material respects, the financial condition and results of operations of Borrowers TVIP. Borrower shall also promptly furnish to Agent true and Guarantor as of, and for the period from the beginning of the current fiscal year to, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31.
(d) Promptly after the issuance thereof, true correct copies of any order issued and all financial statements, budgets, reports and other written information and materials furnished to or obtained by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoBorrower respecting TVIP.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by any Lender, such information (and documents not otherwise required to be furnished under the Loan Documents) Documents respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor the Borrower and such opinions, certifications, and Guarantors. Agent shall provide to each Lender copies of the documents, in addition certificates, reports and written notices provided to those mentioned herein, as Lender may reasonably requestAgent under this Section 8.1.
Appears in 1 contract
Sources: Loan Agreement (BRP Group, Inc.)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAgent:
(a) As soon as available, but no later than 150 a. Within 120 days after the last day of each fiscal year of GuarantorPESCO, Financial Statements showing the consolidated and consolidating (if applicable) financial condition conditions and results of operations of Guarantor and its Subsidiaries PESCO as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a of Deloitte & Touche or another firm of independent certified public accountants acceptable to LenderDetermining Lenders, based on an audit using generally accepted auditing standards, that the consolidated portions of such Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its SubsidiariesPESCO, and (ii) a Financial Report Certificate with respect to such Financial Statements., and (iii) the Fixed Charge Coverage Ratio calculation in the form of EXHIBIT G.
(b) b. As soon as available, but no later than 75 days practicable after the last day end of each fiscal quarter year of Borrowers and Guarantor Borrower:
(i) Unaudited consolidating Financial Statements showing (by major management operation category) the financial condition and results of operations of Borrowers PESCO; and
(ii) Unaudited or audited (to the extent prepared) Financial Statements showing the financial conditions and Guarantor results of operations of the Borrower's unconsolidated affiliates, including, but not limited to, Pool Arabia, Ltd., Antah Drilling Sdn. Bhd, Pool Sant▇▇▇, ▇▇mited, and Intairdril Oman L.L.C.
c. Within 60 days after the last day of each of the first three fiscal quarters of each fiscal year (i) unaudited Financial Statements showing the consolidated and consolidating (if applicable) financial condition and results of operations of PESCO as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (iiiii) the Fixed Charge Coverage Ratio calculation in the form of EXHIBIT G.
d. On or before the 15th Business Day of each calendar month a report from each description of all obligations of PESCO or any of its consolidated Subsidiaries related to surety bonds outstanding as of the Borrowers summarizing last day of the results of their respective Pipeline Systems, in form and substance acceptable to the Lenderimmediately preceding calendar month.
(c) Concurrently with e. At Agent's or Determining Lenders' request, a weekly rig hour status report.
f. To the delivery of each of the Financial Statements referred extent not delivered to in subparagraphs Agent under CLAUSES (a) and (b) of this Section 6.3preceding, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, promptly after filing or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31.
(d) Promptly after the issuance delivery thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally all SEC Reports furnished by or on behalf of Borrowers PESCO to its stockholders.
g. Notice, promptly after PESCO or Guarantor any of its consolidated Subsidiaries knows or has reason to know of, (i) the publicexistence and changes in the status of any Litigation which would, which relate to any facts or circumstances that individually or in the aggregate may have aggregate, be reasonably likely to cause a Material Adverse Effect on any of the Borrowers or Guarantor.
Effect, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted in any Loan Document Paper which would, individually or in the aggregate may have aggregate, be reasonably likely to cause a Material Adverse Effect on any of the Borrowers or GuarantorEffect, or (iii) a Default or Potential Default, written notice of specifying the nature thereof and the what action Borrowers PESCO or Guarantor any of its consolidated Subsidiaries has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, (iv) the occurrence of all material proceedings, hearings or other actions conducted before any Tribunal a reportable event (as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(gERISA) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan employee benefit plan of PESCO or that any of its consolidated Subsidiaries subject to ERISA, or the PBGC, Borrowers complete or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.partial withdrawal from
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAgent:
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderBorrower's Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) a Financial Report certificate from the accounting firm to Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently Within thirty (30) days after the end of each fiscal year of Borrower (commencing with the delivery fiscal year ending March 31, 1999, in the case of each financial projections, and commencing with the fiscal year ending March 31, 1999, in the case of financial budgets), financial projections for the succeeding three (3) fiscal years and the financial budget for the next succeeding fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that the projections and budget were prepared by Borrower based on assumptions that, in light of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate historical performance of the chief financial officer Companies and their prospects for the future, are reasonable as of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31date prepared.
(d) Promptly after the issuance thereofreceipt, true copies a copy of any order each interim or special audit report and management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate Borrower's Accountants with respect to any facts Company or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorits financial records.
(e) Notice Notice, promptly after Borrowers Borrower knows or Guarantor know or should know has reason to know, of (i) the existence and status of any Litigation that, if determined adversely to any Company, would be a Material Adverse Event, (ii) any change in any material fact or circumstance represented or warranted by any Company in any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or in the aggregate may have collectively with other violations or allegations could constitute 36 a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take with respect theretotake.
(f) A summaryPromptly after filing, or when requested by Lender, copies, copies of all material proceedings, hearings reports or other actions conducted before filings filed by or on behalf of any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to Company with any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorTribunal.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAgent or Majority Lenders (through Agent), such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor the Companies and such opinions, certificationsprojections, certifications and documents, documents in addition to those mentioned herein, as Lender may reasonably requestin this Agreement.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantoreach of Borrower and Communications, Financial Statements showing the consolidated and consolidating financial condition and results of operations calculated separately for each of Guarantor (x) the Companies and (y) Communications and its Subsidiaries Restricted Subsidiaries, as of, and for the year ended on, such last day, each accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Companies or Communications and its Restricted Subsidiaries, as the case may be) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies or Communications and its Restricted Subsidiaries, as the case may be;
(ii) any management letter prepared by such accounting firm;
(iii) with respect to the Financial Statements of the Companies, a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower or Communications (as the case may be), with a copy to Administrative Agent, acknowledging that (A) Borrower or Communications, as the case may be, plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower or Communications, as the case may be, that Administrative Agent and Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (iiC) Borrower or Communications, as the case may be, intends for Administrative Agent and Lenders to so rely; and
(v) with respect to the Financial Statements of the Companies, a Compliance Certificate.
(b) Promptly after preparation, and no later than 60 days after the last day of each fiscal quarter of Borrower, Financial Report Statements showing the consolidated financial condition and results of operations calculated for the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by a Compliance Certificate with respect to such Financial Statements.
(bc) As soon as available, but no later than 75 Within 60 days after the last day end of each fiscal quarter of Borrowers and Guarantor (i) Financial Statements Borrower, a management report, showing the financial condition and for each System results of operations of Borrowers and Guarantor as ofsubscriber counts, discussing the financial results and comparing actual performance results to the Budget for such period, and for the period from the beginning outlining principal factors affecting performances of the current fiscal year to, such last dayeach market, and a Financial Report Certificate with respect detailing the outstanding principal amount of intercompany loans and advances from Borrower to such Financial Statementsany Cellular Partnership Obligor, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systemsif any, all in form and substance acceptable satisfactory to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after On or prior to March 31 of each fiscal year of Borrower, the issuance thereoffinancial Budget for such fiscal year, true copies of any order issued accompanied by any Tribunal a certificate executed by a Responsible Officer, certifying that such Budget was prepared by Borrower based on assumptions which, in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any light of the Borrowers or Guarantorhistorical performance of the Companies and their prospects for the future, are realistic and achievable.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPromptly upon receipt thereof, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, copies of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate auditor's annual management letters delivered to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorBorrower.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dobson Communications Corp)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantoreach of Borrower and Communications, Financial Statements showing the consolidated and consolidating financial condition and results of operations calculated for each of Guarantor (x) the Companies and (y) Communications and its Restricted Subsidiaries as of, and for the year ended on, such last day, accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Companies or Communications and its Restricted Subsidiaries, as the case may be) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies or Communications and its Restricted Subsidiaries, as the case may be;
(ii) any management letter prepared by such accounting firm;
(iii) with respect to the Financial Statements of the Companies, a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof;
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with such audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (iiC) Borrower intends for Administrative Agent and Lenders to so rely; and
(v) with respect to the Financial Statements of the Companies, a Compliance Certificate.
(b) Promptly after preparation, and no later than 60 days after the last day of each fiscal quarter of Borrower, Financial Report Statements showing the consolidated financial condition and results of operations calculated for the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by a Compliance Certificate with respect to such Financial Statements.
(bc) As soon as available, but no later than 75 Within 60 days after the last day end of each fiscal quarter of Borrowers and Guarantor (i) Financial Statements Borrower, a management report, showing the financial condition and for each System results of operations of Borrowers and Guarantor as ofsubscriber counts, discussing the financial results and comparing actual performance results to the Budget for such period, and for the period from the beginning outlining principal factors affecting performances of the current fiscal year to, such last dayeach market, and a Financial Report Certificate with respect detailing the outstanding principal amount of intercompany loans and advances from Borrower to such Financial Statementsany Cellular Partnership Obligor, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systemsif any, all in form and substance acceptable satisfactory to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after On or prior to March 31 of each fiscal year of Borrower, the issuance thereoffinancial Budget for such fiscal year, true copies of any order issued accompanied by any Tribunal a certificate executed by a Responsible Officer, certifying that such Budget was prepared by Borrower based on assumptions which, in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any light of the Borrowers or Guarantorhistorical performance of the Companies and their prospects for the future, are realistic and achievable.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPromptly upon receipt thereof, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, copies of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate auditor's annual management letters delivered to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorBorrower.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: 364 Day Revolving Credit and Term Loan Agreement (Dobson Communications Corp)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated and consolidating financial condition and results of operations calculated separately for each of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, each accompanied by by:
(i) with respect to the opinionconsolidated Financial Statements of the Companies, without material qualification, by the unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly in all material respects the consolidated financial position and results of operations of the Companies;
(ii) a copy of any management letter prepared by such accounting firm;
(iii) with respect to the consolidated Financial Statements of the Companies, a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof; PROVIDED that such accounting firm shall deliver such certificate only with respect to the applicable Fiscal Year end, and may exclude any reference to SECTION 9.30(A);
(iv) a letter from such accounting firm addressed to Borrower, with a copy to Administrative Agent, acknowledging that (A) Borrower plans to provide Administrative Agent with the Fiscal Year 1998 audited Financial Statements and accompanying audit report, (B) Administrative Agent has informed Borrower that Administrative Agent and Lenders intend to rely on such firm's audit report accompanying such Financial Statements, and (C) Borrower intends for Administrative Agent and Lenders to so rely; and
(v) with respect to the Financial Statements of the Companies, a Compliance Certificate.
(b) Promptly after preparation, and no later than 45 days after the last day of the first three fiscal quarters of Borrower:
(i) Financial Statements showing the consolidated and consolidating financial condition and results of operations of Guarantor and its Subsidiaries, and for the Companies;
(ii) an operating analysis in the form of a Financial Report managements' discussion and analysis of the results of operations for:
(A) the Companies on a consolidated basis, and
(B) the Managed Practices, at a level of organizational detail as may be reasonably requested by the Administrative Agent and Lenders given the then-current magnitude and organization of the Companies and Managed Practices, in such a manner as to allow for the comparison of the financial performance of Managed Practices from period to period; in each case for such fiscal quarter and for the period from the beginning of the then-current fiscal year to the last day of such fiscal quarter and accompanied by a Compliance Certificate with respect to such Financial Statements.
(bc) As soon as available, but no later than 75 days after the last day On or prior to March 31 of each fiscal quarter year of Borrowers and Guarantor (i) Financial Statements showing Borrower, the financial condition Budget for such fiscal year, accompanied by a certificate executed by a Responsible Officer, certifying that such Budget was prepared by Borrower based on assumptions which, in light of the historical performance of the Companies and results of operations of Borrowers and Guarantor as of, and their prospects for the period from the beginning of the current fiscal year tofuture, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31are reasonable.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by any Tribunal in any Litigation all auditor's annual management letters delivered to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorBorrower.
(e) Notice Notice, promptly after Borrowers Borrower or any other company knows or has reason to know of (i) the existence and status of any Litigation which could be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $1,000,000, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Company or Guarantor know having a value (individually or should know collectively) of $1,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.or
Appears in 1 contract
Sources: Revolving Credit Agreement (Integrated Orthopedics Inc)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lenderthe Administrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries as of, calculated for the Companies ended on such day and for the fiscal year ended on, such last daythen ended, accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor and its Subsidiariesthe Companies, and as the case may be;
(ii) a Financial Report Certificate with respect to the Financial Statements of the Companies, a certificate from such accounting firm to the Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Unmatured Default or, if it obtained such knowledge, the nature and period of existence thereof; and
(iii) with respect to the Financial StatementsStatements of the Companies, a Compliance Certificate.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each fiscal quarter of Borrowers and Guarantor (i) the Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, calculated for the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, to such last day, and accompanied by a Financial Report Compliance Certificate with respect to such Financial Statements, and (ii) which shall include a report from each calculation of the Borrowers summarizing the results of their respective Pipeline Systems, financial ratios described in form and substance acceptable to the LenderSection 6.25.
(c) Concurrently with As soon as available, but no more than 45 days after the delivery call date, copies of each Bank’s call reports or other quarterly and annual reports of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that condition or income furnished to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Governmental Authorities.
(d) Promptly after Contemporaneous with the issuance thereoffiling of such report with the Board, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any copy of the Borrowers or GuarantorF.R. Y9-LP, as appropriate, as filed with the Board.
(e) Notice On the next Business Day after the earlier of notice of intention to cancel or cancellation, in whole or in part, of the Bankers Blanket Bond, written notice of such intention to cancel or cancellation including a copy of any correspondence received from the underwriter(s) of the Bankers Blanket Bond related to such intention to cancel or cancellation.
(f) Notice, promptly after Borrowers the Borrower knows or Guarantor know or should has reason to know of (i) the existence and status of any Litigation which could be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $5,000,000, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Company having a value (individually or collectively) of $5,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Default, written notice of Unmatured Default specifying the nature thereof and what action the action Borrowers or Guarantor Borrower has taken, is taking, or proposes to take with respect thereto.
, (fiv) A summarythe receipt by any Company of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or when requested institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by Lenderany Governmental Authority, copiesor any other Authorization which any Company is required to hold in order to operate its business in compliance with all applicable Laws, of all material proceedingsother than such expirations, hearings terminations, suspensions, or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto modifications which relate to any facts or circumstances that individually or in the aggregate may have would not constitute a Material Adverse Effect on Event, (v) any federal, state, or local statute, regulation, or ordinance or judicial or administrative order limiting or controlling the operations of any Company which has been issued or adopted hereafter and which is of material adverse importance or effect in relation to the operation of any Subsidiary, (vi) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law, which violation or alleged violation could individually or collectively with other such violations or allegations, constitute a Material Adverse Event, or (vii) (A) the occurrence of a Reportable Event that, alone or together with any other Reportable Event, could reasonably be expected to result in liability of the Borrowers Borrower or Guarantorany Subsidiary to the PBGC in an aggregate amount exceeding $5,000,000; (B) any expressed statement in writing on the part of the PBGC of its intention to terminate any Employee Plan or Plans; (C) the Borrower’s or an ERISA Affiliate’s becoming obligated to file with the PBGC a notice of failure to make a required installment or other payment with respect to an Employee Plan; or (D) the receipt by the Borrower or an ERISA Affiliate from the sponsor of a Multiemployer Plan of either a notice concerning the imposition of withdrawal liability in an aggregate amount exceeding $5,000,000 or of the impending termination or reorganization of such Multiemployer Plan.
(g) As soon On the date of any Borrowing, or if earlier, the next date Financial Statements are to be delivered pursuant to Section 6.3(b), such revised or updated Schedule(s) as possible and in may be necessary or appropriate to update or correct any event within five (5) Business Days after Borrowers information or Guarantor know or should know that disclosures provided on any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer Schedules delivered pursuant to this Agreement; provided that acceptance of Borrowers delivery thereof shall not constitute a waiver by the Lenders of any Default or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoUnmatured Default.
(h) As soon as possible and in any event within five (5) days Promptly after the occurrence Borrower’s receipt or preparation thereof, written notice (together with copies, if applicable) of (i) the issuance of any notice of charges, cease-and-desist order (temporary or otherwise), or order to take affirmative action by any matter that could reasonably be expected Governmental Authority against the Borrower, or any of its Subsidiaries, or any director, officer, employee, or agent of the Borrower or any of its Subsidiaries; (ii) the service of any notice of intention to have remove from office or notice of intention to suspend from office by any Governmental Authority upon any director or officer of the Borrower or any of its Subsidiaries; (iii) the issuance of a Material Adverse Effectnotice of termination of the status of a Bank as an insured bank under the Federal Deposit Insurance Corporation Act, as amended; or (iv) the entering into of any agreement or memorandum of understanding between any Governmental Authority and the Borrower, any of its Subsidiaries, or any director, officer, employee, or agent of the Borrower or any of its Subsidiaries.
(i) Promptly after the filing thereof, a true, correct, and complete copy of each Form 10- K, Form 10-Q, and Form 8-K filed by or on behalf of the Borrower or any Subsidiary with the Securities and Exchange Commission.
(j) Promptly upon request therefor therefore by Lenderthe Administrative Agent, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor the Companies, and such opinions, certifications, and documents, in addition to those mentioned hereinin this Agreement, as Lender may reasonably requestrequested.
Appears in 1 contract
Sources: Revolving Credit Agreement (Bok Financial Corp Et Al)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the chief financial officer Borrower's outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 4.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedings, hearings or other actions conducted before any Tribunal as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorSection 7.14(b).
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent's or any Lender's reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor shall cause the following to be furnished to LenderLessor:
(a) As soon as availablei. Promptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of Guarantor, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderGuarantor's Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) a Financial Report certificate from the accounting firm to Lessor indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availableii. Promptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Guarantor, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements.
iii. Within thirty (30) days after the end of each fiscal year of Guarantor (commencing with the fiscal year ending March 31, 1999, in the case of financial projections, and commencing with the fiscal year ending March 31, 1999, in the case of financial budgets), financial projections for the succeeding three (ii3) fiscal years and the financial budget for the next succeeding fiscal year, accompanied by a report from each certificate executed by a Responsible Officer certifying that the projections and budget were prepared by Guarantor based on assumptions that, in light of the Borrowers summarizing historical performance of the results Companies and their prospects for the future, are reasonable as of their respective Pipeline Systems, in form and substance acceptable to the Lenderdate prepared.
(c) Concurrently with the delivery iv. Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31.
(d) Promptly after the issuance thereof, true copies of any order management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred 's Accountants with respect to any Plan Company or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief its financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretorecords.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: Guaranty (Monro Muffler Brake Inc)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the SEC), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the SEC. However, only registration statements covering more than 2% of the chief financial officer Borrower’s outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedingsas defined in Section 6.14(b), hearings or other actions conducted before any Tribunal in except with respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPermitted Refinancing Debt.
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein.
(i) Promptly following receipt thereof, copies of any documents described in sections 101(k) or 101(l) of ERISA that any Company or any ERISA Affiliate may request with respect to any Multiemployer Plan or documents described in Section 101(f) of ERISA that any Company or any ERISA Affiliate may request with respect to any Plan; provided, that if the Companies or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Companies and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.
(j) Notice, promptly after any Company or ERISA Affiliate knows or has reason to know of, (i) the failure of any Plan to comply with any material provisions of ERISA and/or the Code (and applicable regulations under either) or with the material terms of such Plan; (ii) the failure of any Plan to meet the minimum funding standards (within the meaning of Section 412 of the Code or section 302 of ERISA) applicable to such Plan (whether or not waived), the filing pursuant to section 412(c) of the Code or section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, or the receipt by any Plan of a determination that it is, or is expected to be in “at risk” status (within the meaning of section 430 of the Code or Section 303 of ERISA; (iii) the incurrence by any Company or ERISA Affiliate of liability to the PBGC in connection with any Plan; (iv) the withdrawal (in whole or in part) by any Company or ERISA Affiliate from participation in a Plan or Multiemployer Plan or receipt by any Company or ERISA Affiliate of notice from any Multiemployer Plan with respect to the imposition of Withdrawal Liability or that such Multiemployer Plan is, or is expected to be Insolvent, in Reorganization, “terminated” (within the meaning of section 4041A of ERISA), or in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA); (v) the occurrence of a non-exempt Prohibited Transaction or a Reportable Event (excluding any Reportable Event that occurs solely as a result of the consummation of this Agreement); or (vi) the failure of any insured medical plan sponsored by any Company for any current or former employee(s) to satisfy the non-discrimination requirements of section 105 of the Code.
(k) Concurrently with the delivery of any Financial Statements pursuant to clause (a) or (b) above, a list of the Guarantor Significant Subsidiaries as of the last day of the relevant fiscal period.
(l) Notice, promptly after the Borrower knows or has reason to know of the acquisition of one or more Excluded Specified Subsidiaries. Financial statements, opinions of independent certified public accountants, other information and officers’ certificates required to be delivered by the Borrower pursuant to Sections 3.4 and 5.3 shall be deemed to have been delivered if any of the following, to the extent applicable, are satisfied: (i) such financial statements satisfying the requirements of Sections 3.4 and 5.3 and related certificate satisfying the requirements of Section 5.3 are delivered to the Lenders by e-mail, (ii) the Borrower shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 5.3 as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form and the related certificate satisfying the requirements of Section 5.3 available on the Investor Relations portion of its home page on the worldwide web (at the ClosingFirst Amendment Effective Date located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), (iii) such financial statements satisfying the requirements of Section 5.3 are timely posted by or on behalf of the Company on SyndTrak Online, IntraLinks or on any other similar website to which each Lender may reasonably requesthas free access or (iv) the Borrower shall have filed any of the items referred to in Section 5.3 with the SEC on “▇▇▇▇▇” and shall have made such items available on the Investor Relations portion of its home page on the worldwide web or if any of such items are timely posted by or on behalf of the Borrower on IntraLinks or on any other similar website to which each Lender has free access; provided, however, that upon request of any Lender, the Borrower will thereafter deliver written copies of such forms, financial statements, other information and certificates to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Centurylink, Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Administrative Agent and each Lender:
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderBorrower’s Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently Within thirty (30) days after the end of each fiscal year of Borrower (commencing with the delivery of each fiscal year ending on or about March 31, 2016), the financial budget for the next succeeding fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that the budget was prepared by Borrower based on assumptions that, in light of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate historical performance of the chief financial officer Companies and their prospects for the future, are reasonable as of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31date prepared.
(d) Promptly after the issuance thereofreceipt, true copies a copy of any order each interim or special audit report and management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate Borrower’s Accountants with respect to any facts Company or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorits financial records.
(e) Notice Notice, promptly after Borrowers Borrower knows or Guarantor know or should know has reason to know, of (i) the existence and status of any Litigation that, if determined adversely to any Company, would be a Material Adverse Event; (ii) any change in any material fact or circumstance represented or warranted by any Company in any Loan Document Paper; (iii) the receipt by any Company of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or in the aggregate may have collectively with other violations or allegations could reasonably be expected to constitute a Material Adverse Effect on any of the Borrowers Event); or Guarantor, or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take with respect theretotake.
(f) A summaryPromptly after filing, or when requested by Lender, copies, copies of all material proceedings, hearings reports or other actions conducted before filings filed by or on behalf of any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to Company with any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorTribunal.
(g) As soon as possible Promptly following a request therefor, all documentation and in any event within five (5) Business Days after Borrowers or Guarantor know or should know other information that any Reportable Event or Prohibited Transaction has occurred Lender reasonably requests in writing as necessary in order for it to comply with respect to any Plan or that its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoUSA Patriot Act.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAdministrative Agent or Majority Lenders (through Administrative Agent), such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor the Companies and such opinions, projections, certifications, and documents, documents in addition to those mentioned herein, as Lender may reasonably requestin this Agreement.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.or
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Restricted Borrowers and Guarantor shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of GuarantorRestricted Borrowers, Financial Statements showing the consolidated combined financial condition and results of operations of Guarantor and its Subsidiaries calculated for the Companies, as of, and for the year ended on, such last day, each accompanied by by:
(i) the opinion, without material qualification, by opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, (A) that such Financial Statements were prepared in accordance with GAAP and present fairly in all material respects the combined financial condition and results of operations of Guarantor and its Subsidiariesthe Companies, and (B) that is not qualified with respect to scope limitations imposed by any Company, with respect to accounting principles followed by any Company not in accordance with GAAP, or with respect to a "going concern" or similar nature;
(ii) a Financial Report subscriber count and information regarding the number of homes passed as of the end of such fiscal year; and
(iii) a Compliance Certificate with respect to such Financial Statements.in substantially the form of Exhibit E.
(b) As soon as availablePromptly after preparation, but and no later than 75 90 days after the last day of each of the first 3 fiscal quarter quarters of Borrowers and Guarantor (i) each fiscal year of Restricted Borrowers, Financial Statements showing the combined financial condition and results of operations of Borrowers and Guarantor as of, calculated for the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by (i) a subscriber count and a Financial Report Certificate with respect to information regarding the number of homes passed as of the end of such Financial Statements, fiscal quarter and (ii) a report from each Compliance Certificate in substantially the form of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.Exhibit E.
(c) Concurrently with the delivery Notice, no later than five Business Days after any Company knows or has reason to know of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best existence and status of such officer’s knowledgeany Litigation, no Default has occurred and is continuingorder or judgment for the payment of money, or if any warrant of attachment, sequestration, or similar proceeding against the assets of any Company which (individually or collectively) would reasonably be expected to be a Material Adverse Event, (ii) any condition, event, or development which is or could reasonably be expected to be a Material Adverse Event, (iii) a Default has occurred and is continuing, a statement as to or Potential Default specifying the nature thereof and the what action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31.
(d) Promptly after the issuance thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor Company has taken, is taking, or proposes to take with respect thereto.
, (fiv) A summaryany federal, state, or when requested by Lender, copies, of all material proceedings, hearings local Law limiting or other actions conducted before any Tribunal in respect of the Collateral and controlling the operations of Borrowers any Company which has been issued or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible adopted hereafter and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have be a Material Adverse EffectEvent, (v) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or Environmental Permit or written notification of any Environmental Liability or potential Environmental Liability, which violation or liability or alleged violation or liability would reasonably be expected, individually or collectively with other such violations or allegations, to constitute a certificate Material Adverse Event, or (vi) (A) any expressed statement in writing on the part of the chief financial officer PBGC of Borrowers any "prohibited transaction," or Guarantor setting forth (B) the details as to such Reportable Event creation of, maintenance of, or Prohibited Transaction acquisition of any Employee Plan by any Company, any Subsidiary thereof, or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoany ERISA Affiliate of any Company.
(hd) As soon as possible and Promptly after any of the information or disclosures provided on any of the Schedules delivered pursuant to this Agreement or any Annexes to any of the Collateral Documents becomes outdated or incorrect in any event within five (5material respect, such revised or updated Schedule(s) days after or Annexes as may be necessary or appropriate to update or correct such information or disclosures; provided that, no deletions may be made to any Annexes describing Collateral in any of the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse EffectCollateral Documents except as otherwise permitted by the Loan Documents or approved by the requisite Lenders.
(ie) Promptly upon request therefor by Administrative Agent or any Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor the Companies, and such opinions, certifications, and documents, in addition to those mentioned hereinin this Agreement, as Lender may reasonably requestrequested.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Restricted Company in connection with any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or in the aggregate may have collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Restricted Companies have taken, is are taking, or proposes propose to take take, (v) any breach or nonperformance of, or default under, a Material Agreement of a Restricted Company that is reasonably likely to result in a Material Adverse Event, (vi) any material change in accounting policies or financial reporting practices by any Restricted Company, (vii) the occurrence of any Internal Control Event, or (viii) the occurrence of any event pursuant to which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent, or other fiduciary or administrator of any such plan) is granted or otherwise obtains or receives the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time, directly or indirectly, 5% or more of the equity securities of VRI entitled to vote for members of the board of directors or equivalent governing body of VRI on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right). Each notice pursuant to Section 9.1(d)(iv) shall describe with respect theretoparticularity any and all provisions of this Agreement and any other Loan Paper that have been breached.
(e) Promptly after filing, copies of all material reports or filings filed by or on behalf of any Company with any securities exchange or the Securities and Exchange Commission (including, without limitation, copies of each Form 10-K, Form 10-Q and Form S-8 filed by or on behalf of VRI with the Securities and Exchange Commission within 15 days after filing).
(f) A summaryDocuments required to be delivered pursuant to Section 9.1(a) and (b) and Section 9.1(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or when requested provides a link thereto on Borrower’s website on the Internet at the website address listed on Schedule 1, or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided, that: (x) Borrower shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender, copies, of all material proceedings, hearings and (y) Borrower shall notify Administrative Agent and each Lender (by telecopier or other actions conducted before any Tribunal in respect electronic mail) of the Collateral posting of any such documents and the operations provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of Borrowers or Guarantor such documents. Notwithstanding anything contained herein, in respect thereto which relate every instance Borrower shall be required to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any provide paper copies of the Borrowers Compliance Certificates required by Section 9.1(a) and (b) to Administrative Agent. Except for such Compliance Certificates, Administrative Agent shall have no obligation to request the delivery or Guarantorto maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by 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. Borrower hereby acknowledges that Administrative Agent will make available to Lenders and L/C Issuers materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”).
(g) As soon as possible and Subject to the confidentiality provisions set forth in Section 15.15, promptly upon reasonable request by Administrative Agent or any event within five Lender (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGCthrough Administrative Agent), Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor the Companies (including, but not limited to, seasonal operating statistics, annual budgets, etc.) and such opinions, certifications, certifications and documents, documents in addition to those mentioned hereinin this Agreement.
(h) With respect to the post-closing items set forth on Schedule 7.1, as Lender may reasonably requestif any, deliver, or cause to be delivered, to Administrative Agent, all agreements, documents, instruments, or other items listed on Schedule 7.1 on or prior to the date specified for delivery thereof on Schedule 7.1.
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers Communications and Guarantor Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of GuarantorCommunications and Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated separately for each of Guarantor (x) Communications and its Restricted Subsidiaries and (y) the Companies, as of, and for the year ended on, such last day, each accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor Communications and its SubsidiariesRestricted Subsidiaries and the Companies, and as the case may be;
(ii) a Financial Report Certificate certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof; and
(iii) with respect to such the Financial StatementsStatements of the Companies, a Compliance Certificate in substantially the form of Exhibit E-1.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each fiscal quarter of Borrowers Communications and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers calculated for Communications and Guarantor as of, its Restricted Subsidiaries and the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each Statements of the Borrowers summarizing Companies in substantially the results form of their respective Pipeline Systems, in form and substance acceptable to the LenderExhibit E-1.
(c) Concurrently with Within 60 days after the delivery end of each fiscal quarter of Borrower a management report, showing for each System results of operations and subscriber counts, discussing the Financial Statements referred to in subparagraphs (a) financial results and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that comparing actual performance results to the best Budget for such period, and outlining principal factors affecting performances of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed each market (all items to be taken with respect thereto delivered under this clause (c) to be in form and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31substance satisfactory to Administrative Agent).
(d) Promptly after the issuance thereof, true copies On or prior to March 31 of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any each fiscal year of the Borrowers or GuarantorCompanies, the financial Budget for such fiscal year, accompanied by a certificate executed by a Responsible Officer, certifying that such Budget was prepared by Borrower based on assumptions which, in light of the historical performance of the Companies and their prospects for the future, are realistic and achievable.
(e) Notice Promptly upon receipt thereof, copies of all auditor's annual management letters delivered to Communications or Borrower.
(f) Notice, promptly after Borrowers any Loan Party knows or Guarantor know or should has reason to know of (i) the existence and status of any Litigation which could be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $5,000,000, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Loan Party or any Subsidiary thereof having a value (individually or collectively) of $5,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorDocument, or (iii) a Default or Potential Default, written notice of Default specifying the nature thereof and the what action Borrowers any Loan Party or Guarantor any Subsidiary thereof has taken, is taking, or proposes to take with respect thereto.
, (fiv) A summarythe receipt by any Loan Party or any Subsidiary thereof of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or when requested institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by Lenderthe FCC or any applicable PUC, copiesor any other Authorization which any Loan Party or any Subsidiary thereof is required to hold in order to operate its business in compliance with all applicable Laws, of all material proceedingsother than such expirations, hearings terminations, suspensions, or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto modifications which relate to any facts or circumstances that individually or in the aggregate may have would not constitute a Material Adverse Effect Event, (v) any federal, state, or local Law limiting or controlling the operations of any Loan Party or any Subsidiary thereof which has been issued or adopted hereafter and which could be a Material Adverse Event, (vi) the receipt by any Loan Party or any Subsidiary thereof of notice of any violation or alleged violation of any Environmental Law or Environmental Permit or any Environmental Liability or potential Environmental Liability, which violation or liability or alleged violation or liability could, individually or collectively with other such violations or allegations, constitute a Material Adverse Event, or (vii) (A) any expressed statement in writing on any the part of the Borrowers PBGC of any "Prohibited Transaction," or Guarantor(B) the creation of, maintenance of, or acquisition of any Employee Plan by any Loan Party, any Subsidiary thereof, or any ERISA Affiliate of any Loan Party.
(g) As soon as possible and Promptly after any of the information or disclosures provided on any of the Schedules delivered pursuant to this Agreement or any Annexes to any of the Collateral Documents becomes outdated or incorrect in any event within five (5material respect, such revised or updated Schedule(s) Business Days after Borrowers or Guarantor know Annexes as may be necessary or should know that any Reportable Event appropriate to update or Prohibited Transaction has occurred with respect correct such information or disclosures; provided that, no deletions may be made to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate Annexes describing Collateral in any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoCollateral Documents unless approved by Required Lenders.
(h) As soon as possible Promptly after preparation, true, correct, and in any event within five (5) days after the occurrence thereof, written notice complete copies of all material reports or filings filed by or on behalf of any matter that could reasonably be expected to have a Material Adverse EffectLoan Party with any Governmental Authority (including the FCC and the Securities and Exchange Commission).
(i) Promptly after the filing thereof, a true, correct, and complete copy of each Form 10-K, Form 10-Q, and Form 8-K filed by or on behalf of any Loan Party or any Restricted Subsidiary thereof with the Securities and Exchange Commission.
(j) Promptly upon request therefor by LenderAdministrative Agent or Required Lenders, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers the Loan Parties or Guarantor Subsidiary thereof, and such opinions, certifications, and documents, in addition to those mentioned hereinin this Agreement, as Lender may reasonably requestrequested.
(k) With respect to the post-closing requirements set forth on Schedule 7.1A, deliver, or cause to be delivered, to Administrative Agent, all agreements, documents, instruments, or other items listed on Schedule 7.1A on or prior to the date specified for delivery thereof on Schedule 7.1A.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dobson Communications Corp)
Items to be Furnished. Borrowers and Guarantor shall cause the following to be furnished to LenderAgent for the benefit of the Lenders:
(a) As soon as available1. Promptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of Guarantor, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderGuarantor's Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) a Financial Report certificate from the accounting firm to the Lenders indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available2. Promptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Guarantor, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements.
3. Within thirty (30) days after the end of each fiscal year of Guarantor (commencing with the fiscal year ending March 31, 1999, in the case of financial projections, and commencing with the fiscal year ending March 31, 1999, in the case of financial budgets), financial projections for the succeeding three (ii3) fiscal years and the financial budget for the next succeeding fiscal year, accompanied by a report from each certificate executed by a Responsible Officer certifying that the projections and budget were prepared by Guarantor based on assumptions that, in light of the Borrowers summarizing historical performance of the results Companies and their prospects for the future, are reasonable as of their respective Pipeline Systems, in form and substance acceptable to the Lenderdate prepared.
(c) Concurrently with the delivery 4. Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31.
(d) Promptly after the issuance thereof, true copies of any order management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred 's Accountants with respect to any Plan Company or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief its financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretorecords.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the SEC), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the SEC. However, only registration statements covering more than 2% of the chief financial officer Borrower’s outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedingsas defined in Section 6.14(b), hearings or other actions conducted before any Tribunal in except with respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPermitted Refinancing Debt.
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein.
(i) Promptly following receipt thereof, copies of any documents described in sections 101(k)or 101(l) of ERISA that any Company or any ERISA Affiliate may request with respect to any Multiemployer Plan or documents described in Section 101(f) of ERISA that any Company or ERISA Affiliate may request with respect to any Plan; provided, that if the Companies or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Companies and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.
(j) Notice, promptly after any Company or ERISA Affiliate knows or has reason to know of, (i) the failure of any Plan to comply with any material provisions of ERISA and/or the Code (and applicable regulations under either) or with the material terms of such Plan; (ii) the failure of any Plan to meet the minimum funding standards (within the meaning of Section 412 of the Code or section 302 of ERISA) applicable to such Plan (whether or not waived), the filing pursuant to section 412(c) of the Code or section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, or the receipt by any Plan of a determination that it is, or is expected to be in “at risk” status (within the meaning of section 430 of the Code or Section 303 of ERISA; (iii) the incurrence by any Company or ERISA Affiliate of liability to the PBGC in connection with any Plan; (iv) the withdrawal (in whole or in part) by any Company or ERISA Affiliate from participation in a Plan or Multiemployer Plan or receipt by any Company or ERISA Affiliate of notice from any Multiemployer Plan with respect to the imposition of Withdrawal Liability or that such Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization, “terminated” (within the meaning of section 4041A of ERISA), or in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA); (v) the occurrence of a non-exempt Prohibited Transaction or a Reportable Event (excluding any Reportable Event that occurs solely as a result of the consummation of this Agreement); or (vi) the failure of any insured medical plan sponsored by any Company for any current or former employee(s) to satisfy the non-discrimination requirements of section 105 of the Code.
(k) Concurrently with the delivery of any Financial Statements pursuant to clause (a) or (b) above, a list of the Guarantor Significant Subsidiaries as of the last day of the relevant fiscal period.
(l) Notice, promptly after the Borrower knows or has reason to know of the acquisition of one more Excluded Specified Subsidiaries. Financial statements, opinions of independent certified public accountants, other information and officers’ certificates required to be delivered by the Borrower pursuant to Sections 3.4 and 5.3 shall be deemed to have been delivered if any of the following, to the extent applicable, are satisfied: (i) such financial statements satisfying the requirements of Sections 3.4 and 5.3 and related certificate satisfying the requirements of Section 5.3 are delivered to the Lenders by e-mail, (ii) the Borrower shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 5.3 as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form and the related certificate satisfying the requirements of Section 5.3 available on the Investor Relations portion of its home page on the worldwide web (at the Closing Date located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, (iii) such financial statements satisfying the requirements of Section 5.3 are timely posted by or on behalf of the Company on SyndTrak Online, IntraLinks or on any other similar website to which each Lender may reasonably requesthas free access or (iv) the Borrower shall have filed any of the items referred to in Section 5.3 with the SEC on “▇▇▇▇▇” and shall have made such items available on the Investor Relations portion of its home page on the worldwide web or if any of such items are timely posted by or on behalf of the Borrower on IntraLinks or on any other similar website to which each Lender has free access; provided, however, that upon request of any Lender, the Borrower will thereafter deliver written copies of such forms, financial statements, other information and certificates to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Qwest Corp)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies; provided, that such opinion may include appropriate qualifications related to any actual or potential impact, direct or indirect, arising as a result of or related to (or could reasonably be expected to arise out of or result from) COVID-19 on the Companies’ consolidated financial condition, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies’ periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted in by any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.Restricted
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Lender:
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of GuarantorBorrower beginning with the fiscal year ending December 31, Financial Statements 2008, audited financial statements (including statements of operations, stockholders’ equity, and cash flows and a balance sheet) showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, setting out, in each case, in comparative form the figures for the previous fiscal year and accompanied by by:
(i) the opinion, without material qualification, by opinion of a firm of independent certified public accountants acceptable satisfactory to Lender, based on an audit using generally accepted auditing standards, that such Financial Statements the financial statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its SubsidiariesCompanies, and and
(ii) a Financial Report Compliance Certificate with respect to such Financial Statementsfinancial statements to be delivered under this clause (a), calculating and certifying as to the Companies’ compliance with the financial covenants under this Agreement.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each fiscal quarter March, June, September and December unaudited financial statements (including statements of Borrowers operations, stockholders’ equity, and Guarantor (icash flows and a balance sheet) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the prior quarter and for the period from the beginning of the current fiscal year toto the last day of that quarter, such last dayaccompanied by a Compliance Certificate, and a Financial Report Certificate with respect to such Financial Statementsfinancial statements to be delivered under this clause (b), calculating and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable certifying as to the LenderCompanies’ compliance with the financial covenants under this Agreement and certifying that no Default or Potential Default exists.
(c) Concurrently with Within 20 days after the delivery end of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3month, a certificate of the chief financial officer of Borrowers Borrowing Base Certificate (with supporting information, including supporting schedules, accounts payable and Guarantor (iaccounts receivable agings and other information as Lender reasonably requests, in each case to be delivered concurrently therewith) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement certifying as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Borrower’s Borrowing Base.
(d) Promptly Notice, promptly after any Company receives notice of, or otherwise becomes aware of, (i) the issuance thereof, true copies institution of any order issued Litigation involving any Company for which the monetary amount at issue is greater than $250,000, individually, or $250,000 in the aggregate, (ii) any liability or alleged liability under any Environmental Law arising out of, or directly affecting, the properties or operations of such Company, (iii) any substantial dispute with any Governmental Authority, (iv) the incurrence of any material contingent Debt other than performance guaranties in respect of contracts entered into by any Tribunal Company in any Litigation to which Borrowers or Guarantor are a partythe ordinary course of its business, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(ev) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of specifying the nature thereof and the what action Borrowers or Guarantor each Company has taken, is taking, or proposes to take take.
(e) Promptly after preparation, but no later than 10 days after the date of filing, a completed tax return of Borrower, together with a certificate of Responsible Officer of Borrower certifying as to the dividends or distributions declared or made in respect theretoof the calendar year covered by such tax return.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect To the extent it is not part of the Collateral and Borrower’s consolidated tax return, promptly after preparation, but no later than 10 days after the operations date of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have filing, a Material Adverse Effect on any completed tax return of the Borrowers or each Guarantor.
(g) As soon as possible and Concurrently with the occurrence of (i) such change, notify Lender of any change in the name, legal structure, place of business, or chief executive office of any event within five Company, or (5ii) Business Days after Borrowers any acquisition or Guarantor know or should know creation of a Subsidiary by any Company, notify Lender that any Reportable Event or Prohibited Transaction Person has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV become a Subsidiary of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoCompany.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by Lender, such information (and documents not otherwise required to be furnished under the Loan Documents) Documents respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably requestthe Companies.
Appears in 1 contract
Sources: Credit Agreement (Deep Down, Inc.)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Administrative Agent and each Lender:
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderBorrower’s Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently Within thirty (30) days after the end of each fiscal year of Borrower (commencing with the delivery of each fiscal year ending on or about March 31, 2019), the financial budget for the next succeeding fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that the budget was prepared by Borrower based on assumptions that, in light of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate historical performance of the chief financial officer Companies and their prospects for the future, are reasonable as of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31date prepared.
(d) Promptly after the issuance thereofreceipt, true copies a copy of any order each interim or special audit report and management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate Borrower’s Accountants with respect to any facts Company or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorits financial records.
(e) Notice Notice, promptly after Borrowers Borrower knows or Guarantor know or should know has reason to know, of (i) the existence and status of any Litigation that, if determined adversely to any Company, would be a Material Adverse Event; (ii) any change in any material fact or circumstance represented or warranted by any Company in any Loan Document Paper; (iii) the receipt by any Company of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or in the aggregate may have collectively with other violations or allegations could reasonably be expected to constitute a Material Adverse Effect on any of the Borrowers Event); or Guarantor, or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take with respect theretotake.
(f) A summaryPromptly after filing, or when requested by Lender, copies, copies of all material proceedings, hearings reports or other actions conducted before filings filed by or on behalf of any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to Company with any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorTribunal.
(g) As soon as possible Promptly following any written request therefor, such other information and in documentation reasonably requested by the Administrative Agent or any event within five Lender (5through Administrative Agent) Business Days after Borrowers for purposes of compliance with applicable “know your customer” requirements under the USA Patriot Act, the Beneficial Ownership Regulation or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination other applicable Anti-Corruption and the action that Borrowers or Guarantor propose to take with respect theretoAnti-Terrorism Laws.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAdministrative Agent or Majority Lenders (through Administrative Agent), such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor the Companies and such opinions, projections, certifications, and documents, documents in addition to those mentioned hereinin this Agreement.
(i) Promptly following any such change, as Lender may reasonably requestwritten notification of any change in the information provided in the most recently delivered Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein.
Appears in 1 contract
Sources: Credit Agreement (Monro, Inc.)
Items to be Furnished. Borrowers Communications and Guarantor Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of GuarantorCommunications and Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated separately for each of Guarantor (x) Communications and its Subsidiaries and (y) the Companies, as of, and for the year ended on, such last day, each accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor Communications and its SubsidiariesSubsidiaries and the Companies, and as the case may be;
(ii) a Financial Report Certificate certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof; and
(iii) with respect to such the Financial StatementsStatements of the Companies, a Compliance Certificate in substantially the form of EXHIBIT E-1.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each fiscal quarter of Borrowers Communications and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers calculated for Communications and Guarantor as of, its Subsidiaries and the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, and accompanied by a Financial Report Compliance Certificate with respect to the Financial Statements of the Companies in substantially the form of EXHIBIT E-1.
(c) Within 60 days after the end of each fiscal quarter of Borrower, (i) a management report, showing for each System results of operations and subscriber counts, discussing the financial results and comparing actual performance results to the Budget for such Financial Statementsperiod, and outlining principal factors affecting performances of each market, and (ii) a report revised SCHEDULE 8.3A reflecting the outstanding principal amount of intercompany loans and advances from each of the Borrowers summarizing the results of their respective Pipeline Systemsany Company to any Cellular Partnership Obligor, if any (all items to be delivered under this CLAUSE (c) to be in form and substance acceptable satisfactory to the Lender.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent).
(d) Promptly after the issuance thereof, true copies On or prior to March 31 of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any each fiscal year of the Borrowers or GuarantorCompanies, the financial Budget for such fiscal year, accompanied by a certificate executed by a Responsible Officer, certifying that such Budget was prepared by Borrower based on assumptions which, in light of the historical performance of the Companies and their prospects for the future, are realistic and achievable.
(e) Notice Promptly upon receipt thereof, copies of all auditor's annual management letters delivered to Communications or Borrower.
(f) Notice, promptly after Borrowers any Loan Party knows or Guarantor know or should has reason to know of (i) the existence and status of any Litigation which could be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $5,000,000, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Loan Party or any Subsidiary thereof having a value (individually or collectively) of $5,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorDocument, or (iii) a Default or Potential Default, written notice of Default specifying the nature thereof and the what action Borrowers any Loan Party or Guarantor any Subsidiary thereof has taken, is taking, or proposes to take with respect thereto.
, (fiv) A summarythe receipt by any Loan Party or any Subsidiary thereof of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or when requested institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by Lenderthe FCC or any applicable PUC, copiesor any other Authorization which any Loan Party or any Subsidiary thereof is required to hold in order to operate its business in compliance with all applicable Laws, of all material proceedingsother than such expirations, hearings terminations, suspensions, or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto modifications which relate to any facts or circumstances that individually or in the aggregate may have would not constitute a Material Adverse Effect Event, (v) any federal, state, or local Law limiting or controlling the operations of any Loan Party or any Subsidiary thereof which has been issued or adopted hereafter and which could be a Material Adverse Event, (vi) the receipt by any Loan Party or any Subsidiary thereof of notice of any violation or alleged violation of any Environmental Law or Environmental Permit or any Environmental Liability or potential Environmental Liability, which violation or liability or alleged violation or liability could, individually or collectively with other such violations or allegations, constitute a Material Adverse Event, or (vii) (A) any expressed statement in writing on any the part of the Borrowers PBGC of any "PROHIBITED TRANSACTION," or Guarantor(B) the creation of, maintenance of, or acquisition of any Employee Plan by any Loan Party, any Subsidiary thereof, or any ERISA Affiliate of any Loan Party.
(g) As soon as possible and Promptly after any of the information or disclosures provided on any of the Schedules delivered pursuant to this Agreement or any Annexes to any of the Collateral Documents becomes outdated or incorrect in any event within five (5material respect, such revised or updated Schedule(s) Business Days after Borrowers or Guarantor know Annexes as may be necessary or should know that any Reportable Event appropriate to update or Prohibited Transaction has occurred with respect correct such information or disclosures; PROVIDED THAT, no deletions may be made to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate Annexes describing Collateral in any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoCollateral Documents unless approved by Required Lenders.
(h) As soon as possible Promptly after preparation, true, correct, and in any event within five (5) days after the occurrence thereof, written notice complete copies of all material reports or filings filed by or on behalf of any matter that could reasonably be expected to have a Material Adverse EffectLoan Party with any Governmental Authority (including the FCC and the Securities and Exchange Commission).
(i) Promptly after the filing thereof, a true, correct, and complete copy of each FORM 10-K, FORM 10-Q, and FORM 8-K filed by or on behalf of any Loan Party or any Subsidiary thereof with the Securities and Exchange Commission.
(j) Promptly upon request therefor by LenderAdministrative Agent or Required Lenders, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers the Loan Parties or Guarantor Subsidiary thereof, and such opinions, certifications, and documents, in addition to those mentioned hereinin this Agreement, as Lender may reasonably requestrequested.
(k) With respect to the post-closing requirements set forth on SCHEDULE 7.1A, deliver, or cause to be delivered, to Administrative Agent, all agreements, documents, instruments, or other items listed on SCHEDULE 7.1A on or prior to the date specified for delivery thereof on SCHEDULE 7.1A.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Dobson Communications Corp)
Items to be Furnished. Borrowers Borrower and Guarantor Parent shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of GuarantorParent, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries calculated for the Companies as of, and for the year ended on, such last day, accompanied by by:
(i) the opinion, without material qualification, by The unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements (calculated with respect to the Companies) were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies;
(ii) a Financial Report Certificate with A certificate from such accounting firm addressed to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof; and
(iii) With respect to such the Financial Statements.Statements of the Companies, a Compliance Certificate. Credit Agreement 66
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each fiscal quarter of Borrowers and Guarantor (i) Parent, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, calculated for the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each Statements of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the LenderCompanies.
(c) Concurrently with Within 60 days after the delivery end of each fiscal quarter of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3Parent, a certificate management report, showing for each System (or group of Systems if such Systems are managed as a group and are geographically contiguous or substantially contiguous) results of operations and subscriber counts, discussing the chief financial officer of Borrowers results and Guarantor (i) stating that comparing actual performance results to the best Budget for such period, and outlining principal factors affecting performances of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed each market (all items to be taken with respect thereto delivered under this clause (c) shall be in form and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31substance satisfactory to Administrative Agent).
(d) Promptly after On or prior to March 31 of each fiscal year of Parent, the issuance thereoffinancial Budget for such fiscal year, true copies accompanied by a certificate executed by a Responsible Officer of any order issued Parent and a Responsible Officer of Borrower, certifying that such Budget was prepared by any Tribunal the Companies based on assumptions which, in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any light of the Borrowers or Guarantorhistorical performance of the Companies and their prospects for the future, are reasonable.
(e) Notice Promptly upon receipt thereof, copies of all auditor's annual management letters delivered to any Company.
(f) Notice, promptly after Borrowers any Company knows or Guarantor know or should has reason to know of (i) the existence and status of any Litigation which could reasonably be expected to be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $5,000,000, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Company having a value (individually or collectively) of $5,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorDocument, or (iii) a Default or Potential Default, written notice of Default specifying the nature thereof and the what action Borrowers or Guarantor any Company has taken, is taking, or proposes to take with respect thereto.
, (fiv) A summarythe receipt by any Company of any notice from any Governmental Authority of the expiration without renewal, termination, material modification or suspension of, or when requested institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by Lenderthe FCC or any applicable PUC, copiesor any other Authorization which any Company is required to hold in order to operate its business in compliance with all applicable Laws, of all material proceedingsother than such expirations, hearings terminations, suspensions, or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that modifications which, individually or in the aggregate may have aggregate, could not reasonably be expected to be a Material Adverse Effect Event, (v) any federal, state, or local Law limiting or controlling the operations of any Company which has been issued or adopted hereafter and which could reasonably be expected to be a Material Adverse Event, (vi) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or Environmental Permit or any Environmental Liability or potential Environmental Liability, which violation or liability or alleged violation or liability could, individually or collectively with other such violations or allegations, reasonably be expected to be a Material Adverse Event, or (vii) (A) any expressed statement in writing on the part of the PBGC of any "prohibited transaction," or (B) the creation of, maintenance of, or acquisition of any Employee Plan by any Company or any ERISA Affiliate. Credit Agreement 67
(g) Promptly after any of the information or disclosures provided on any of the Borrowers Schedules delivered pursuant to this Agreement or Guarantor.
(g) As soon as possible and any Annexes to any of the Collateral Documents becomes outdated or incorrect in any event within five (5material respect, such revised or updated Schedule(s) Business Days after Borrowers or Guarantor know Annexes as may be necessary or should know that any Reportable Event appropriate to update or Prohibited Transaction has occurred with respect correct such information or disclosures; provided that, no deletions may be made to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate Annexes describing Collateral in any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers Collateral Documents unless such asset disposition is expressly permitted by the Loan Documents or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretois approved by Required Lenders.
(h) As soon as possible Promptly after preparation, true, correct, and in any event within five (5) days after the occurrence thereof, written notice complete copies of all material reports or filings filed by or on behalf of any matter that could reasonably be expected to have a Material Adverse EffectCompany with any Governmental Authority (including the FCC and the Securities and Exchange Commission).
(i) Promptly after the filing thereof, a true, correct, and complete copy of each Form 10-K, Form 10-Q, and Form 8-K filed by or on behalf of any Company with the Securities and Exchange Commission.
(j) Promptly upon request therefor by LenderAdministrative Agent or Lenders, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor the Companies, and such opinions, certifications, and documents, in addition to those mentioned hereinin this Agreement, as Lender may reasonably requestrequested.
(k) With respect to the post-closing requirements set forth on Schedule 7.1A, deliver, or cause to be delivered, to Administrative Agent, all agreements, documents, instruments, or other items listed on Schedule 7.1A on or prior to the date specified for delivery thereof on Schedule 7.1A.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAgent from time to time:
(a) As soon as available, but Promptly after preparation and no later than 150 ninety (90) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements audited annual financial statements of Borrower and its consolidated subsidiaries, together with related notes (including statements of income, cash flows and stockholders’ equity, and balance sheet) showing the consolidated financial condition and results of operations of Guarantor Borrower and its Subsidiaries consolidated subsidiaries as of, and for the year ended on, such that last dayday (together with schedules showing the financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the audited financial statements), accompanied by by:
(i) the opinion, without material qualification, by a firm opinion of independent certified public accountants acceptable to Lenderan Accounting Firm, based on an audit using generally accepted auditing standards, that no material modifications are required to the financial statements in order for the financial statements to conform with GAAP; and
(ii) a Compliance Certificate with respect to such financial statements certifying (A) as to Borrower’s and Guarantors’ compliance with the Financial Statements Covenants and (B) that such financial statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor Borrower and its Subsidiaries, and (ii) a Financial Report Certificate with respect to such Financial StatementsGuarantors.
(b) As soon as available, but Promptly after preparation and no later than 75 forty-five (45) days after the last day of each fiscal quarter of Borrowers Borrower, internally-certified quarterly financial statements of Borrower and Guarantor its consolidated subsidiaries (iincluding statements of income, a balance sheet, key operating statistics and detailed notes, as well as comparison to compare quarterly period in the previous fiscal year and to budget) Financial Statements showing the consolidated financial condition and results of operations of Borrowers Borrower, and Guarantor its consolidated subsidiaries as of, and for the period from quarter and year-to-date (together with schedules showing the beginning financial performance of Borrower and all Subsidiaries and Affiliates with reconciliation to the current fiscal year tointerim financial statements). Borrower’s certificate included with the unaudited financial statements will, at a minimum, include a statement that such last day, financial statements (i) were prepared in accordance with GAAP and on a Financial Report Certificate basis consistent with respect to such Financial Statements, Borrower’s and Guarantors historical financial statements and (ii) a report from each of present fairly, in all material respects, the Borrowers summarizing the consolidated financial condition and results of their respective Pipeline Systems, in form operations of Borrower and substance acceptable to the LenderGuarantors.
(c) Concurrently with Promptly after preparation, and no later than 90 calendar days following each subject fiscal year, an annual budget for Borrower (and its Subsidiaries) for the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3current fiscal year, a certificate of the chief financial officer of Borrowers and Guarantor that (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, includes a statement as to of all of the nature thereof and the action that material assumptions on which such budget is proposed to be taken with respect thereto and based, (ii) showing income statements and statements of cash flows for such fiscal year, as well as comparisons of such items to the corresponding quarters in reasonable the prior fiscal year, and (iii) integrates sales, gross profits, operating expenses, operating profit and cash flow projections, all prepared on the same basis and in similar detail as that on which operating results are reported (and in the calculations demonstrating compliance with Sections 6.29case of cash flow projections, 6.30 representing management’s good faith estimates of future financial performance based on historical performance), and 6.31including plans for personnel, Capital Expenditures and facilities.
(d) Promptly after Concurrently with delivery of financial statements pursuant to Section 5.01(b), a Compliance Certificate, showing (x) Borrower’s and Guarantors’ compliance with the issuance thereof, true copies Financial Covenants including the calculations required to establish whether Borrower was in compliance with Section 6.22 of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are this Agreement and (y) a party, and any press release or other statement made available generally by or on behalf reconciliation of Borrowers or Guarantor EBITDA to the public, which relate Borrower’s publicly reported EBITDA to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any extent it differs from the definition of the Borrowers or GuarantorEBITDA.
(e) Notice Promptly after receipt, a copy of each interim or special audit or review report and management letter issued by independent accountants with respect to Borrower or any Guarantor or their financial records.
(f) Notice, promptly after Borrowers Borrower or any Guarantor know receives notice of, or should know otherwise becomes aware of, (i) the institution of any change Litigation involving Borrower or any Guarantor which, if adversely determined, could reasonably be expected to result in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on Event, (ii) any other event which could reasonably be expected to cause a Material Adverse Event, (iii) the obligation of Borrower or any Guarantor to remedy any violation of Environmental and Safety Law, (iv) any liability or alleged liability under any Environmental and Safety Law arising out of, or directly affecting, the Borrowers properties or operations of such Borrower or any Guarantor, or a (v) any Default or Potential Default, written notice of specifying the nature thereof and the what action Borrowers or Guarantor Borrower, and each Guarantor, has taken, taken and is taking, taking or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantortake.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto[Reserved.]
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by Lender, such any Lender (x) information (and documents not otherwise required to be furnished under the Loan Documents) Documents respecting the business affairs, assets, assets and liabilities of Borrowers Borrower and Guarantors and (y) information and documentation reasonably requested by the Agent or Guarantor any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Agent shall provide to each Lender copies of the documents, certificates, reports and written notices provided to Agent under this Section 5.01. Notwithstanding the foregoing, the obligations to deliver financial statements in Sections 5.01(a) and (b) may be satisfied by furnishing (i) the applicable financial statements of BRP Group or (ii) Borrower’s or BRP Group’s, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to clauses (i) and (ii), to the extent such opinionsinformation relates to BRP Group, certificationssuch information is accompanied by information that explains in reasonable detail any material differences between the information relating to BRP Group, on the one hand, and documentsthe information relating to Borrower and Subsidiaries on a standalone basis, in addition to those mentioned herein, as Lender on the other hand which explanation may reasonably requestbe qualitative if appropriate or can indicate that there are no material differences if accurate).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (BRP Group, Inc.)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the SEC), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the SEC. However, only registration statements covering more than 2% of the chief financial officer Borrower’s outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 4.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedingsas defined in Section 7.14(b), hearings or other actions conducted before any Tribunal in except with respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPermitted Refinancing Debt.
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein.
(i) Promptly following receipt thereof, copies of any documents described in sections 101(k) or 101(l) of ERISA that any Company or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Companies or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Companies and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.
(j) Notice, promptly after any Company or ERISA Affiliate knows or has reason to know of, (i) the failure of any Plan to comply with any material provisions of ERISA and/or the Code (and applicable regulations under either) or with the material terms of such Plan; (ii) the failure of any Plan to meet the minimum funding standards (within the meaning of Section 412 of the Code or section 302 of ERISA) applicable to such Plan (whether or not waived), the filing pursuant to section 412(c) of the Code or section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, or the receipt by any Plan of a determination that it is, or is expected to be in “at risk” status (within the meaning of section 430 of the Code or Section 303 of ERISA; (iii) the incurrence by any Company or ERISA Affiliate of liability to the PBGC in connection with any Plan; (iv) the withdrawal (in whole or in part) by any Company or ERISA Affiliate from participation in a Plan or Multiemployer Plan or receipt by any Company or ERISA Affiliate of notice from any Multiemployer Plan with respect to the imposition of Withdrawal Liability or that such Multiemployer Plan is, or is expected to be Insolvent, in Reorganization, “terminated” (within the meaning of section 4041A of ERISA), or in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA); (v) the occurrence of a non-exempt Prohibited Transaction or a Reportable Event (excluding any Reportable Event that occurs solely as a result of the consummation of this Agreement); or (vi) the failure of any insured medical plan sponsored by any Company for any current or former employee(s) to satisfy the non-discrimination requirements of section 105 of the Code.
(k) Concurrently with the delivery of any Financial Statements pursuant to clause (a) or (b) above, a list of the Guarantor Significant Subsidiaries as of the last day of the relevant fiscal period. Financial statements, opinions of independent certified public accountants, other information and officers’ certificates required to be delivered by the Borrower pursuant to Sections 4.4 and 6.3 shall be deemed to have been delivered if any of the following, to the extent applicable, are satisfied: (i) such financial statements satisfying the requirements of Sections 4.4 and 6.3 and related certificate satisfying the requirements of Section 6.3 are delivered to the Lenders by e-mail, (ii) the Borrower shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 6.3 as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form and the related certificate satisfying the requirements of Section 6.3 available on the Investor Relations portion of its home page on the worldwide web (at the Restatement Effective Date located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), (iii) such financial statements satisfying the requirements of Section 6.3 are timely posted by or on behalf of the Company on SyndTrak Online, IntraLinks or on any other similar website to which each Lender may reasonably requesthas free access or (iv) the Borrower shall have filed any of the items referred to in Section 6.3 with the SEC on “▇▇▇▇▇” and shall have made such items available on the Investor Relations portion of its home page on the worldwide web or if any of such items are timely posted by or on behalf of the Borrower on IntraLinks or on any other similar website to which each Lender has free access; provided, however, that upon request of any Lender, the Borrower will thereafter deliver written copies of such forms, financial statements, other information and certificates to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Centurylink, Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAgent:
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderBorrower's Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) certificate from the accounting firm to Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently Within thirty (30) days after the end of each fiscal year of Borrower (commencing with the delivery fiscal year ending March 31, 2003, in the case of each financial projections, and commencing with the fiscal year ending March 31, 2003, in the case of financial budgets), financial projections for the succeeding three (3) fiscal years and the financial budget for the next succeeding fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that the projections and budget were prepared by Borrower based on assumptions that, in light of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate historical performance of the chief financial officer Companies and their prospects for the future, are reasonable as of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31date prepared.
(d) Promptly after the issuance thereofreceipt, true copies a copy of any order each interim or special audit report and management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate Borrower's Accountants with respect to any facts Company or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorits financial records.
(e) Notice Notice, promptly after Borrowers Borrower knows or Guarantor know or should know has reason to know, of (i) the existence and status of any Litigation that, if determined adversely to any Company, would be a Material Adverse Event; (ii) any change in any material fact or circumstance represented or warranted by any Company in any Loan Document Paper; (iii) the receipt by any Company of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or in the aggregate may have collectively with other violations or allegations could constitute a Material Adverse Effect on any of the Borrowers Event); or Guarantor, or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take with respect theretotake.
(f) A summaryPromptly after filing, or when requested by Lender, copies, copies of all material proceedings, hearings reports or other actions conducted before filings filed by or on behalf of any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to Company with any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorTribunal.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAgent or Majority Lenders (through Agent), such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor the Companies and such opinions, projections, certifications, and documents, documents in addition to those mentioned herein, as Lender may reasonably requestin this Agreement.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lenderthe Administrative Agent:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG Peat Marwick LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial i)Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of this Section 6.3all regular and periodic reports, a certificate statements, documents, plans, and other written communications furnished by or on behalf of any Company to stockholders or to the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the chief financial officer Borrower's outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the publicpossible violation or violation of any Law which might adversely affect the material franchises, which relate to any facts permits, or circumstances that individually or in rights for the aggregate may have a Material Adverse Effect on any operation of the Borrowers or Guarantorbusiness of any Company.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any Material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance circum- stance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedings, hearings or other actions conducted before any Tribunal as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorSection 5.25(c).
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lenderthe Administrative Agent's reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Centurytel Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies; provided, that such opinion may include appropriate qualifications related to any actual or potential impact, direct or indirect, arising as a result of or related to (or could reasonably be expected to arise out of or result from) COVID-19 on the Companies’ consolidated financial condition, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements; provided that during the Temporary Waiver Period, and (ii) a report from each Borrower shall include in such Compliance Certificate, for informational purposes only, calculations of the Borrowers summarizing the results of their respective Pipeline Systems, financial covenants set forth in form and substance acceptable to the LenderSection 11.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly after the issuance thereofNotice, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers any Company knows or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes reason to take with respect thereto.
(f) A summary, or when requested by Lender, copiesknow, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lenderthe existence and status of any Litigation that, such information (not otherwise required if determined adversely to any Company, would be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.a Material Adverse
Appears in 1 contract
Sources: Eighth Amended and Restated Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Administrative Agent and each Lender:
(a) As soon as availablePromptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderBorrower’s Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently Within thirty (30) days after the end of each fiscal year of Borrower (commencing with the delivery of each fiscal year ending on or about March 31, 2011), the financial budget for the next succeeding fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that the budget was prepared by Borrower based on assumptions that, in light of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate historical performance of the chief financial officer Companies and their prospects for the future, are reasonable as of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31date prepared.
(d) Promptly after the issuance thereofreceipt, true copies a copy of any order each interim or special audit report and management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate Borrower’s Accountants with respect to any facts Company or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantorits financial records.
(e) Notice Notice, promptly after Borrowers Borrower knows or Guarantor know or should know has reason to know, of (i) the existence and status of any Litigation that, if determined adversely to any Company, would be a Material Adverse Event; (ii) any change in any material fact or circumstance represented or warranted by any Company in any Loan Document Paper; (iii) the receipt by any Company of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or in the aggregate may have collectively with other violations or allegations could constitute a Material Adverse Effect on any of the Borrowers Event); or Guarantor, or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take with respect theretotake.
(f) A summaryPromptly after filing, or when requested by Lender, copies, copies of all material proceedings, hearings reports or other actions conducted before filings filed by or on behalf of any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to Company with any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorTribunal.
(g) As soon as possible Promptly following a request therefor, all documentation and in any event within five (5) Business Days after Borrowers or Guarantor know or should know other information that any Reportable Event or Prohibited Transaction has occurred Lender reasonably requests in writing as necessary in order for it to comply with respect to any Plan or that its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoUSA Patriot Act.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAdministrative Agent or Majority Lenders (through Administrative Agent), such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor the Companies and such opinions, projections, certifications, and documents, documents in addition to those mentioned herein, as Lender may reasonably requestin this Agreement.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon With respect to each fiscal year of the Companies:
(i) Promptly after preparation, unaudited Financial Statements showing the consolidated financial condition and results of operations of the Companies as availableof the last day of such fiscal year and for such fiscal year, but accompanied by a Compliance Certificate with respect to such Financial Statements (for purposes of adjusting the Applicable Margin and the Applicable Percentage in accordance with the definitions of such terms); and
(ii) Promptly after preparation, and no later than 150 105 days after the last day of each fiscal year of Guarantorthe Companies, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each fiscal quarter of Borrowers and Guarantor (i) the Companies, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken management letter issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Company in connection with any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or in the aggregate may have collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take take.
(e) Promptly after filing, copies of all material reports or filings filed by or on behalf of any Company with respect theretoany securities exchange or the Securities and Exchange Commission (including, without limitation, copies of each Form 10-K, Form 10-Q and Form S-8 filed by or on behalf of VRI with the Securities and Exchange Commission within 15 days after filing).
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAgent or Required Lenders (through Agent), such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor the Companies (including, but not limited to, seasonal operating statistics, annual budgets, etc.) and such opinions, certifications, certifications and documents, documents in addition to those mentioned hereinin this Agreement; provided, however, that Agent and Lenders shall not disclose to any third Person any data or information obtained thereby in accordance with the provisions of this paragraph (f), except (i) with the prior written consent of the appropriate Company, (ii) to the extent necessary to comply with Law or the ruling of any Tribunal in which event, Agent and/or such Lenders shall notify the appropriate Company as Lender may reasonably requestpromptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of the information desired, (iii) at the request of any banking or other regulatory authority, or (iv) to their respective Representatives to the extent such disclosure is necessary in connection with the transactions contemplated by the Loan Papers.
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Administrative Agent and each Lender:
(ai) As soon as availablePromptly after preparation, but and no later than 150 one hundred (100) days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by a firm unqualified opinion of independent certified public accountants acceptable to LenderBorrower's Accountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies,
(ii) certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained knowledge, the nature and period of existence thereof, and
(iii) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(bii) As soon as availablePromptly after preparation, but and no later than 75 fifty (50) days after the last day of each the first three fiscal quarter quarters of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last daysubject to ordinary year-end adjustments, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(ciii) Concurrently Within thirty (30) days after the end of each fiscal year of Borrower (commencing with the delivery of each fiscal year ending on or about March 31, 2006), the financial budget for the next succeeding fiscal year, accompanied by a certificate executed by a Responsible Officer certifying that the budget was prepared by Borrower based on assumptions that, in light of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate historical performance of the chief financial officer Companies and their prospects for the future, are reasonable as of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31date prepared.
(div) Promptly after the issuance thereofreceipt, true copies a copy of any order each interim or special audit report and management letter issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred Borrower's Accountants with respect to any Plan Company or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief its financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretorecords.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the SEC), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the SEC. However, only registration statements covering more than 2% of the chief financial officer Borrower’s outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 4.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedingsas defined in Section 7.14(b), hearings or other actions conducted before any Tribunal in except with respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPermitted Refinancing Debt.
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein.
(i) Promptly following receipt thereof, copies of any documents described in sections 101(k) or 101(l) of ERISA that any Company or any ERISA Affiliate may request with respect to any Multiemployer Plan or documents described in Section 101(f) of ERISA that any Company or any ERISA Affiliate may request with respect to any Plan; provided, that if the Companies or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Companies and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.
(j) Notice, promptly after any Company or ERISA Affiliate knows or has reason to know of, (i) the failure of any Plan to comply with any material provisions of ERISA and/or the Code (and applicable regulations under either) or with the material terms of such Plan; (ii) the failure of any Plan to meet the minimum funding standards (within the meaning of Section 412 of the Code or section 302 of ERISA) applicable to such Plan (whether or not waived), the filing pursuant to section 412(c) of the Code or section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, or the receipt by any Plan of a determination that it is, or is expected to be in “at risk” status (within the meaning of section 430 of the Code or Section 303 of ERISA; (iii) the incurrence by any Company or ERISA Affiliate of liability to the PBGC in connection with any Plan; (iv) the withdrawal (in whole or in part) by any Company or ERISA Affiliate from participation in a Plan or Multiemployer Plan or receipt by any Company or ERISA Affiliate of notice from any Multiemployer Plan with respect to the imposition of Withdrawal Liability or that such Multiemployer Plan is, or is expected to be Insolvent, in Reorganization, “terminated” (within the meaning of section 4041A of ERISA), or in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA); (v) the occurrence of a non-exempt Prohibited Transaction or a Reportable Event (excluding any Reportable Event that occurs solely as Lender may reasonably requesta result of the consummation of this Agreement); or (vi) the failure of any insured medical plan sponsored by any Company for any current or former employee(s) to satisfy the non-discrimination requirements of section 105 of the Code.
(k) Concurrently with the delivery of any Financial Statements pursuant to clause (a) or (b) above, a list of the Guarantor Significant Subsidiaries as of the last day of the relevant fiscal period.
(l) Notice, promptly after the Borrower knows or has reason to know of the acquisition of one or more Excluded Specified Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Centurylink, Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of : With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies' periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of . With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements. Promptly after receipt, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31.
(d) Promptly after the issuance thereof, true copies of any order recommendations issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred independent accountants with respect to any Plan Company or that its financial records. Promptly after Borrower has notified Administrative Agent of any intention by Borrower to treat the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV Loans and/or L/Cs as being a "reportable transaction" (within the meaning of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse EffectTreasury Regulation Section 1.6011-4), a certificate duly completed copy of the chief financial officer of Borrowers IRS Form 8886 or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoany successor form.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lenderthe Arranger:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG Peat Marwick LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Arranger, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of this Section 6.3all regular and periodic reports, a certificate statements, documents, plans, and other written communications furnished by or on behalf of any Company to stockholders or to the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the chief financial officer Borrower's outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Arranger.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any "Material" Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedings, hearings or other actions conducted before any Tribunal as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorSection 5.24(c).
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lenderthe Arranger's reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Centurytel Inc)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the SEC), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the SEC. However, only registration statements covering more than 2% of the chief financial officer Borrower’s outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedingsas defined in Section 6.14(b), hearings or other actions conducted before any Tribunal in except with respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPermitted Refinancing Debt.
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein.
(i) Promptly following receipt thereof, copies of any documents described in sections 101(k) or 101(l) of ERISA that any Company or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Companies or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Companies and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.
(j) Notice, promptly after any Company or ERISA Affiliate knows or has reason to know of, (i) the failure of any Plan to comply with any material provisions of ERISA and/or the Code (and applicable regulations under either) or with the material terms of such Plan; (ii) the failure of any Plan to meet the minimum funding standards (within the meaning of Section 412 of the Code or section 302 of ERISA) applicable to such Plan (whether or not waived), the filing pursuant to section 412(c) of the Code or section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, or the receipt by any Plan of a determination that it is, or is expected to be in “at risk” status (within the meaning of section 430 of the Code or Section 303 of ERISA; (iii) the incurrence by any Company or ERISA Affiliate of liability to the PBGC in connection with any Plan; (iv) the withdrawal (in whole or in part) by any Company or ERISA Affiliate from participation in a Plan or Multiemployer Plan or receipt by any Company or ERISA Affiliate of notice from any Multiemployer Plan with respect to the imposition of Withdrawal Liability or that such Multiemployer Plan is, or is expected to be Insolvent, in Reorganization, “terminated” (within the meaning of section 4041A of ERISA), or in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA); (v) the occurrence of a non-exempt Prohibited Transaction or a Reportable Event (excluding any Reportable Event that occurs solely as a result of the consummation of this Agreement); or (vi) the failure of any insured medical plan sponsored by any Company for any current or former employee(s) to satisfy the non-discrimination requirements of section 105 of the Code.
(k) Concurrently with the delivery of any Financial Statements pursuant to clause (a) or (b) above, a list of the Guarantor Significant Subsidiaries as of the last day of the relevant fiscal period. Financial statements, opinions of independent certified public accountants, other information and officers’ certificates required to be delivered by the Borrower pursuant to Sections 3.4 and 5.3 shall be deemed to have been delivered if any of the following, to the extent applicable, are satisfied: (i) such financial statements satisfying the requirements of Sections 3.4 and 5.3 and related certificate satisfying the requirements of Section 5.3 are delivered to the Lenders by e-mail, (ii) the Borrower shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 5.3 as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form and the related certificate satisfying the requirements of Section 5.3 available on the Investor Relations portion of its home page on the worldwide web (at the Closing Date located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), (iii) such financial statements satisfying the requirements of Section 5.3 are timely posted by or on behalf of the Company on SyndTrak Online, IntraLinks or on any other similar website to which each Lender may reasonably requesthas free access or (iv) the Borrower shall have filed any of the items referred to in Section 5.3 with the SEC on “▇▇▇▇▇” and shall have made such items available on the Investor Relations portion of its home page on the worldwide web or if any of such items are timely posted by or on behalf of the Borrower on IntraLinks or on any other similar website to which each Lender has free access; provided, however, that upon request of any Lender, the Borrower will thereafter deliver written copies of such forms, financial statements, other information and certificates to such Lender.
Appears in 1 contract
Sources: Credit Agreement (Centurylink, Inc)
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lender:the Administrative Agent and each Lender (through the Administrative Agent):
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the SEC), true copies of this Section 6.3all regular and periodic reports, a certificate proxy statements and filings on Form 8-K furnished by or on behalf of any Company to stockholders generally or filed with the SEC. However, only registration statements covering more than 2% of the chief financial officer Borrower’s outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any material Litigation as defined in Section 4.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedings, hearings or other actions conducted before any Tribunal as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorSection 7.14(b).
(g) As soon as possible and in Within 10 days after execution thereof, copies of any event within five (5) Business Days after Borrowers supplements, modifications or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect amendments to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoEquity Units documentation.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by the Administrative Agent’s or any Lender’s reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein.
(i) Promptly following receipt thereof, copies of any documents described in sections 101(k) or 101(l) of ERISA that any Company or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided, that if the Companies or any of their ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Companies and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.
(j) Notice, promptly after any Company or ERISA Affiliate knows or has reason to know of, (i) the failure of any Plan to comply with any material provisions of ERISA and/or the Code (and applicable regulations under either) or with the material terms of such Plan; (ii) the failure of any Plan to meet the minimum funding standards (within the meaning of Section 412 of the Code or section 302 of ERISA) applicable to such Plan (whether or not waived), the filing pursuant to section 412(c) of the Code or section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, or the receipt by any Plan of a determination that it is, or is expected to be in “at risk” status (within the meaning of section 430 of the Code or Section 303 of ERISA; (iii) the incurrence by any Company or ERISA Affiliate of liability to the PBGC in connection with any Plan; (iv) the withdrawal (in whole or in part) by any Company or ERISA Affiliate from participation in a Plan or Multiemployer Plan or receipt by any Company or ERISA Affiliate of notice from any Multiemployer Plan with respect to the imposition of Withdrawal Liability or that such Multiemployer Plan is, or is expected to be Insolvent, in Reorganization, “terminated” (within the meaning of section 4041A of ERISA), or in “endangered” or “critical” status (within the meaning of section 432 of the Code or section 305 of ERISA); (v) the occurrence of a non-exempt Prohibited Transaction or a Reportable Event (excluding any Reportable Event that occurs solely as a result of the consummation of the Transactions); or (vi) the failure of any insured medical plan sponsored by any Company for any current or former employee(s) to satisfy the non-discrimination requirements of section 105 of the Code.
(k) Concurrently with the delivery of any Financial Statements pursuant to clause (a) or (b) above, a list of the Significant Subsidiaries as of the last day of the relevant fiscal period. Financial statements, opinions of independent certified public accountants, other information and officers’ certificates required to be delivered by the Borrower pursuant to Sections 4.4 and 6.3 shall be deemed to have been delivered if any of the following, to the extent applicable, are satisfied: (i) such financial statements satisfying the requirements of Sections 4.4 and 6.3 and related certificate satisfying the requirements of Section 6.3 are delivered to the Lenders by e-mail, (ii) the Borrower shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 6.3 as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form and the related certificate satisfying the requirements of Section 6.3 available on the Investor Relations portion of its home page on the worldwide web (at the date of this Agreement located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), (iii) such financial statements satisfying the requirements of Section 6.3 are timely posted by or on behalf of the Company on SyndTrak Online, IntraLinks or on any other similar website to which each Lender may reasonably requesthas free access or (iv) the Borrower shall have filed any of the items referred to in Section 6.3 with the SEC on “▇▇▇▇▇” and shall have made such items available on the Investor Relations portion of its home page on the worldwide web or if any of such items are timely posted by or on behalf of the Borrower on IntraLinks or on any other similar website to which each Lender has free access; provided, however, that upon request of any Lender, the Borrower will thereafter deliver written copies of such forms, financial statements, other information and certificates to such Lender.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to Lender:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of GuarantorBorrower, Financial Statements audited financial statements (including statements of income, statements of retained earnings and cash flows and a balance sheet) showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, setting out, in each case, in comparative form the figures for the previous fiscal year and accompanied by by:
(i) the opinionunqualified opinion of LLB & Associates Ltd., without material qualificationLLP, by or a firm of nationally or regionally recognized independent certified public accountants acceptable satisfactory to Lender, based on an audit using generally accepted auditing standards, that such Financial Statements the financial statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its SubsidiariesCompanies, and and
(ii) a Financial Report Compliance Certificate with respect to such Financial Statementsfinancial statements to be delivered under this clause (a), calculating and certifying as to the Companies’ compliance with the financial covenants under this Agreement.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each fiscal quarter of Borrowers Borrower, unaudited financial statements (including statements of income, statements of retained earnings and Guarantor (icash flows and a balance sheet) Financial Statements showing the consolidated and consolidating financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the prior quarter and for the period from the beginning of the current fiscal year to, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lenderlast day of such quarter.
(c) Concurrently with Within 45 days after the delivery end of each fiscal quarter of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3Borrower, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that Compliance Certificate executed by a Responsible Officer with respect to the best financial covenants set forth in Section 10 hereof, together with calculations of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31financial covenants.
(d) Promptly after the issuance thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partypreparation, and any press release no later than 20 days after the last day of each month (or other statement made available generally by or on behalf more often as Lender shall request), (i) a Borrowing Base Certificate as of Borrowers or Guarantor the last day of such month certifying as to the publicCompanies’ Borrowing Base, which relate to any facts or circumstances that individually or in and (ii) all supporting information for the aggregate may have a Material Adverse Effect on any calculation of the Borrowers or GuarantorBorrowing Base, including supporting schedules, inventory listings, accounts payable, accounts receivable agings and such other information as Lender may reasonably request.
(e) Notice promptly The Companies will permit Lender to conduct and complete, by a third party satisfactory to Lender, a field examination and appraisal, in form and substance satisfactory to Lender, and at the sole expense of the Companies, regarding all accounts receivable, inventory, equipment or real property of the Companies at any time at Lender’s request.
(f) Notice, within 5 days after Borrowers any Company receives notice of, or Guarantor know or should know otherwise becomes aware of, (i) the institution of any change in Litigation involving any fact Company for which the monetary amount at issue is greater than $50,000, individually, or circumstance represented or warranted in any Loan Document which individually or $100,000 in the aggregate may have a Material Adverse Effect on aggregate, (ii) any of the Borrowers liability or Guarantoralleged liability under any Environmental Law arising out of, or directly affecting, the properties or operations of such Company, (iii) any substantial dispute with any Governmental Authority, (iv) the incurrence of any material contingent Debt, and (v) a Default or Potential Default, written notice of specifying the nature thereof and the what action Borrowers or Guarantor each Company has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantortake.
(g) As soon as possible and Concurrently with the occurrence of (i) such change, notify Lender of any change in the name, legal structure, place of business, or chief executive office of any event within five Company, or (5ii) Business Days after Borrowers any acquisition or Guarantor know or should know creation of a Subsidiary by any Company, notify Lender that any Reportable Event or Prohibited Transaction Person has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV become a Subsidiary of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect theretoCompany.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by Lender, such information (and documents not otherwise required to be furnished under the Loan Documents) Documents respecting the business affairs, assets, assets and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably requestthe Companies.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor The Borrower shall cause the following to be furnished to Lenderthe Administrative Agent:
(a) As soon as availablePromptly after preparation, but and no later than 150 120 days after the last day of each fiscal year of Guarantorthe Borrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such last day, accompanied by (i) the opinion, without material qualification, by a opinion of KPMG Peat Marwick LLP (or another firm of nationally-recognized independent certified public accountants reasonably acceptable to LenderMajority Lenders), based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies (and its Subsidiariessuch accountants shall indicate in a letter to the Administrative Agent, that during their audit no Default or Event of Default not already reported was discovered or, if such Default or Event of Default was discovered, the nature and period of existence thereof) and (ii) a Financial Report Certificate with respect to such Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 60 days after the last day of each of the first three quarters of each fiscal quarter year of Borrowers and Guarantor the Borrower, (i) Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor the Companies as of, and for the period from the beginning of the current fiscal year to, such last day, and (ii) a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation (and no later than the delivery later of each of the Financial Statements referred to in subparagraphs 15 days (a) and after such filing is due or (b) after timely filing, if filed with the Securities and Exchange Commission), true copies of this Section 6.3all regular and periodic reports, a certificate statements, documents, plans, and other written communications furnished by or on behalf of any Company to stockholders or to the Securities and Exchange Commission. However, only registration statements covering more than 2 percent of the chief financial officer Borrower's outstanding shares of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed common stock shall be required to be taken with respect thereto and (ii) showing in reasonable detail furnished unless specifically requested by the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31Administrative Agent.
(d) Promptly after the issuance upon receipt thereof, true copies of any order issued by notices received from any Tribunal in any Litigation to which Borrowers or Guarantor are a party(including, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor without limitation, state regulatory agencies) relating to the public, possible violation or violation of any Law which relate to any facts or circumstances that individually or in the aggregate may might have a Material Adverse Effect on any of the Borrowers or GuarantorEffect.
(e) Notice Notice, promptly after Borrowers the Borrower knows or Guarantor has reason to know or should know of, (i) the existence of any Material Litigation as defined in Section 3.6, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Event of Default, written notice of specifying the nature thereof and what action the action Borrowers Borrower or Guarantor any other Company has taken, is taking, or proposes to take with respect thereto.
(f) A summaryNotice, promptly after the Borrower knows or when requested by Lenderhas reason to know of, copiesa Subsidiary Encumbrance, of all material proceedings, hearings or other actions conducted before any Tribunal as defined in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorSection 5.24(c).
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lenderthe Administrative Agent's reasonable request, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor any Company, and such any opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Centurytel Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated and consolidating financial condition and results of operations of Guarantor and its Subsidiaries calculated for the Borrower on a consolidated basis, as of, and for the year ended on, such last day, each accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor the Companies;
(i) with respect to the Financial Statements of the Borrower on a consolidated basis, a certificate from such accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and its Subsidiariesperiod of existence thereof; and
(i) with respect to the Financial Statements of the Companies, a Compliance Certificate.
(a) Promptly after preparation, and (ii) no later than 45 days after the last day of each fiscal quarter of Borrower, Financial Statements showing the consolidated financial condition and results of operations calculated for the Borrower on a Financial Report consolidated basis for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, accompanied by a Compliance Certificate with respect to such Financial Statements.
(ba) As soon as available, but no later than 75 Within 45 days after the last day end of each fiscal quarter of Borrowers and Guarantor (i) Financial Statements showing Borrower, a management report, reflecting results of operations, discussing the financial condition results and comparing actual performance results of operations of Borrowers and Guarantor as ofto the Budget for such period, and for the period from the beginning outlining principal factors affecting performances of the current fiscal year toBorrower on a consolidated basis, such last day, and a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, all in form and substance acceptable satisfactory to the LenderAdministrative Agent.
(c) Concurrently with the delivery of each of the Financial Statements referred to in subparagraphs (a) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31.
(d) Promptly after the issuance thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Sources: Revolving Credit Agreement (Intermedia Communications Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following --------------------- to be furnished to LenderAgent:
(a) As soon as availablePromptly after preparation, but and no later than 150 95 days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated financial condition and results of operations of Guarantor the Companies and its Subsidiaries a statement of stockholders equity as of, and for the year ended on, such that last day, accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies;
(ii) any management letter prepared by the accounting firm delivered in connection with its audit; and
(iii) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as availablePromptly after preparation, but and no later than 75 50 days after the last day of each of the first three fiscal quarter quarters of Borrowers and Guarantor (i) the Companies' fiscal year, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for the fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of the fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with Promptly after preparation, and no later than 30 days after the delivery last day of each month which is not the last month in a fiscal quarter of Borrower, Financial Statements showing the consolidated financial condition and results of operations of the Financial Statements referred to in subparagraphs (a) Companies for the month and (b) of this Section 6.3, a certificate for the period from the beginning of the chief financial officer of Borrowers and Guarantor (i) stating that current fiscal year to the best last day of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31month.
(d) Promptly Notice (and delivery of a revised schedule if a representation or warranty under Section 7 is affected), promptly after any Company knows of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or Company, could reasonably be expected to result in the aggregate may have a Material Adverse Effect on Event, (ii) any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any material adverse change in any material fact or circumstance represented or warranted by any Company in any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of ERISA or any Environmental Law (which individually or collectively with other violations or allegations could reasonably be expected to result in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Companies have taken, is are taking, or proposes propose to take take.
(e) Promptly after filing, copies of all material reports or filings filed by or on behalf of any Company with respect theretothe Securities and Exchange Commission (including, without limitation, copies of each Form 10-K, Form 10-Q, and Form 8-K).
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon reasonable request therefor by LenderAgent or Required Lenders (through Agent), such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, assets and liabilities of Borrowers the Companies and certifications and documents in the possession of or Guarantor and such opinions, certifications, and documents, otherwise reasonably available to the Companies in addition to those mentioned herein, as Lender may reasonably requestin this Agreement.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Restricted Company in connection with any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or in the aggregate may have collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Restricted Companies have taken, is are taking, or proposes propose to take with respect thereto.
take, (fv) A summaryany breach or nonperformance of, or when requested by Lenderdefault under, copies, a Material Agreement of all material proceedings, hearings or other actions conducted before any Tribunal a Restricted Company that is reasonably likely to result in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on Event, (vi) any material change in accounting policies or financial reporting practices by any Restricted Company, (vii) the occurrence of any Internal Control Event, or (viii) the Borrowers or Guarantor.
(g) As soon as possible and in occurrence of any event within five (5) Business Days after Borrowers or Guarantor know or should know that pursuant to which any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.“person” or
Appears in 1 contract
Sources: Credit Agreement (Vail Resorts Inc)
Items to be Furnished. Borrowers Parent and Guarantor each Borrower shall cause the following to be furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and (UNLESS otherwise specified) no later than 150 90 days after the last day of each fiscal year of GuarantorParent, Logix, ▇▇▇▇▇▇ Telephone, and each other Additional Borrower, Financial Statements showing the consolidated (and, in the case of Parent and its Subsidiaries, EXCEPT with respect to the cash flow statements, consolidating) financial condition and results of operations calculated separately for each of Guarantor (w) Parent and its Subsidiaries, (x) the Logix Group (including separate balance sheets and statements of operations for each of the Fiber Business and the CLEC Business, in form and substance satisfactory to Agents), (y) ▇▇▇▇▇▇ Telephone and its Subsidiaries, and (z) each Additional Borrower and its Subsidiaries as of, and for the year ended on, such last day, each accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally-recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such the Financial Statements calculated with respect to Parent and its Subsidiaries were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor Parent and its Subsidiaries;
(ii) any management letter prepared by such accounting firm (PROVIDED THAT, such letter shall be furnished to Administrative Agents when received, but in no event later than 150 days after the last day of the applicable fiscal year);
(iii) a certificate from such accounting firm to Administrative Agent, indicating that during its audit it obtained no knowledge of any Default or Potential Default or, if it obtained such knowledge, the nature and period of existence thereof; and
(iv) with respect to the Financial Statements of Parent, The Logix Group, ▇▇▇▇▇▇ Telephone and its Subsidiaries, and (ii) each Additional Borrower delivered pursuant to this SECTION 9.3(a), a Financial Report Certificate with respect to such Financial StatementsCompliance Certificate.
(b) As soon as availableFrom the Closing Date until the Phase II Notice Date, but promptly after preparation thereof, and no later than 75 30 days after the last day of each fiscal quarter of Borrowers and Guarantor (i) calendar month, Financial Statements of Parent, Logix, ▇▇▇▇▇▇ Telephone, and any other Additional Borrower, showing the consolidated (and, in the case of Parent and its Subsidiaries, EXCEPT with respect to the cash flow statements, consolidating) financial condition and results of operations calculated for the Parent and its Subsidiaries, the Logix Group (including separate balance sheets and statements of Borrowers operations for the Fiber Business and Guarantor for the CLEC Business, in form and substance satisfactory to Agents), ▇▇▇▇▇▇ Telephone and its Subsidiaries, and each other Additional Borrower and its Subsidiaries (as ofthe case may be), for such calendar month and for the period from the beginning of the then-current fiscal year to, such last day, and accompanied by a Financial Report (y) Compliance Certificate with respect to such Financial Statements, executed by a Responsible Officer of Parent, Logix, ▇▇▇▇▇▇ Telephone, and each Additional Borrower (iiif any).
(c) a report from Promptly after preparation, and no later than 45 days after the last day of each of the Borrowers summarizing first three fiscal quarters of each fiscal year of Parent, Logix, ▇▇▇▇▇▇ Telephone, and any other Additional Borrower, Financial Statements showing the consolidated (and, in the case of Parent and its Subsidiaries, EXCEPT with respect to the cash flow statements, consolidating) financial condition and results of their respective Pipeline Systemsoperations calculated for the Parent and its Subsidiaries, the Logix Group (including separate balance sheets and statements of operations for the Fiber Business and for the CLEC Business, in form and substance acceptable satisfactory to Agents), ▇▇▇▇▇▇ Telephone and its Subsidiaries, and each other Additional Borrower and its Subsidiaries (as the Lender.
(c) Concurrently with case may be), for such fiscal quarter and for the delivery of each period from the beginning of the Financial Statements referred to in subparagraphs then-current fiscal year to, such last day, accompanied by a (ay) and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken Compliance Certificate with respect thereto to such Financial Statements, executed by a Responsible Officer of Parent, Logix, ▇▇▇▇▇▇ Telephone, and each Additional Borrower (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31if any).
(d) Promptly after (i) With respect to all statements of operation delivered pursuant to SECTION 9.3(a), (b), or (c) preceding, a comparison to the issuance thereof, true copies Benchmark Budget for each such period and an explanation of any order issued by any Tribunal in any Litigation variances from the applicable Benchmark Budget; and (ii) additionally, on or prior to which Borrowers or Guarantor are a partyMarch 31 of each fiscal year of Parent, Logix, ▇▇▇▇▇▇ Telephone, and any press release or other statement made available generally Additional Borrower, an operating budget (in form and substance satisfactory to Agents) for each such entity and its Subsidiaries for such fiscal year (including separate operating budgets for the Fiber Business and for the CLEC Business), each accompanied by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any certificate executed by a Responsible Officer of the Borrowers appropriate entity, certifying that such operating budget was prepared by such entity based on assumptions which, in light of the historical performance of such entity and its Subsidiaries and their prospects for the future, are realistic and achievable; PROVIDED THAT, notwithstanding the delivery of such operating budgets, no Benchmark Budget may be amended or Guarantormodified (or amounts thereunder reallocated) without the prior written consent of Required Lenders.
(e) Notice Promptly upon receipt thereof, copies of all auditor's annual management letters delivered to Parent.
(f) Notice, promptly after Borrowers Parent or Guarantor know any Borrower knows or should has reason to know of (i) the existence and status of any Litigation which could be a Material Adverse Event, or of any order or judgment for the payment of money which (individually or collectively) is in excess of $1,000,000, or any warrant of attachment, sequestration, or similar proceeding against the assets of any Loan Party or Subsidiary of Parent having a value (individually or collectively) of $1,000,000, (ii) any material change in any material fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or GuarantorPaper, or (iii) a Default or Potential Default, written notice of Default specifying the nature thereof and what action any Loan Party (or, if prior to the action Borrowers or Guarantor Second Capital Date, DCCLP) has taken, is taking, or proposes to take with respect thereto.
, (fiv) A summarythe receipt by any Loan Party or Subsidiary of Parent of any notice from any Governmental Authority of the expiration without renewal, termination, material modification, or when requested suspension of, or institution of any proceedings to terminate, materially modify, or suspend, any Authorization granted by Lenderthe FCC or any applicable PUC, copiesor any other Authorization which any Loan Party or Subsidiary of Parent is required to hold in order to operate its business in compliance with all applicable Laws, of all material proceedingsOTHER THAN such expirations, hearings terminations, suspensions, or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto modifications which relate to any facts or circumstances that individually or in the aggregate may have would not constitute a Material Adverse Effect Event, (v) any federal, state, or local statute, regulation, or ordinance or judicial or administrative order limiting or controlling the operations of any Loan Party or Subsidiary of Parent (or, if prior to the Second Capital Date, DCCLP) which has been issued or adopted hereafter and which is of material adverse importance or effect in relation to the operation of any Loan Party or Subsidiary of Parent, (vi) the receipt by any Loan Party or Subsidiary of Parent of notice of any violation or alleged violation of any Environmental Law, which violation or alleged violation could individually or collectively with other such violations or allegations, constitute a Material Adverse Event, (vii) (A) the occurrence of a Reportable Event that, alone or TOGETHER WITH any other Reportable Event, could reasonably be expected to result in liability of any Loan Party or Subsidiary of Parent to the PBGC in an aggregate amount exceeding $1,000,000; (B) any expressed statement in writing on any the part of the Borrowers PBGC of its intention to terminate any Employee Plan or GuarantorPlans; (C) any Loan Party's or their ERISA Affiliate's becoming obligated to file with the PBGC a notice of failure to make a required installment or other payment with respect to an Employee Plan; (D) the receipt by any Loan Party or an ERISA Affiliate or any Loan Party from the sponsor of a Multiemployer Plan of either a notice concerning the imposition of withdrawal liability in an aggregate amount exceeding $1,000,000 or of the impending termination or reorganization of such Multiemployer Plan; or (E) the occurrence of any condition (under ERISA, the Code, or otherwise) for the imposition of a Lien in favor of the PBGC on the assets of any Loan Party; or (viii) any material, or potentially material, inaccuracy in any Benchmark Budget.
(g) As soon as possible and Promptly (but in no event later than the last Business Day of the calendar month in which such change occurs) after any of the information or disclosures provided on any of the Schedules delivered pursuant to this Agreement or any annexes to any of the Collateral Documents becomes outdated or incorrect or requires supplementation in any event within five material respect, such revised or updated Schedule(s) or annexes as may be necessary or appropriate to update or correct such information or disclosures; PROVIDED THAT, (5i) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect no deletions may be made to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate annexes describing Collateral in any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer Collateral Documents or to SCHEDULE 8.15 to this Agreement describing Material Agreements UNLESS approved by Required Lenders and (ii) in the case of Borrowers or Guarantor setting forth SCHEDULES 6.6, 8.19, 9.13, and 9.14, the details as to such Reportable Event or Prohibited Transaction or Plan termination information thereon shall not be deemed accepted for purposes of the Loan Papers and shall not become part of the action that Borrowers or Guarantor propose to take with respect theretoLoan Papers unless approved by Required Lenders.
(h) As soon as possible Promptly after preparation, true, correct, and in any event within five (5) days after the occurrence thereof, written notice complete copies of all material reports or filings filed by or on behalf of any matter that could reasonably be expected to have Loan Party or any Subsidiary of a Material Adverse EffectLoan Party with any Governmental Authority (including the FCC and the Securities and Exchange Commission).
(i) Promptly after the filing thereof, a true, correct, and complete copy of each FORM 10-K, FORM 10-Q, and FORM 8-K filed by or on behalf of any Loan Party or any Subsidiary of a Loan Party with the Securities and Exchange Commission.
(j) Promptly upon request therefor by LenderAdministrative Agent or Lenders, such information (not otherwise required to be furnished under the Loan DocumentsPapers) respecting the business affairs, assets, and liabilities of Borrowers any Loan Party or Guarantor any Subsidiary of a Loan Party (including, without limitation, status reports concerning progress of implementation of its plan for addressing the Year 2000 Problem), and such opinions, certifications, and documents, in addition to those mentioned hereinin this Agreement, as Lender may reasonably requestrequested.
(k) Promptly after preparation, and no later than 30 days after the last day of each calendar month (the "SUBJECT MONTH"), a management report (substantially in the form of EXHIBIT E-5), discussing the financial results, comparing actual performance results to the Benchmark Budget for the Subject Month and outlining principal changes in trends affecting each market, and separately detailing as of the last day of the Subject Month, among other things, (i) the total number of Access Lines, CLEC Resale Access Lines, CLEC UNE-P Access Lines, and CLEC On-Switch Access Lines; (ii) average gross margins for each long distance, data transmission, and local business segment; (iii) Operating Cash Flow for each market served by each business segment; (iv) sales employee turnover during such period and for the Subject Month from the beginning of the then-current fiscal year to such last day; (v) descriptions of all Capital Expenditures made during the Subject Month; and (vi) a status report of Companies' efforts to raise the necessary capital to satisfy the requirements of the First Capital Date and the Second Capital Date.
(l) Promptly after preparation, but no later than 30 days after the last day of each calendar month, a Borrowing Base Report.
Appears in 1 contract
Sources: Revolving Credit Agreement (Logix Communications Enterprises Inc)
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be --------------------- furnished to LenderAdministrative Agent for delivery to Lenders:
(a) As soon as availablePromptly after preparation, but and no later than 150 90 days after the last day of each fiscal year of GuarantorBorrower, Financial Statements showing the consolidated and consolidating financial condition and results of operations calculated separately for each of Guarantor and its Subsidiaries the Companies, as of, and for the year ended on, such last day, each accompanied by by:
(i) the opinion, without material qualification, by unqualified opinion of a firm of nationally- recognized independent certified public accountants acceptable to Lenderaccountants, based on an audit using generally accepted auditing standards, that such Financial Statements were prepared in accordance with GAAP and present fairly the consolidated financial condition and results of operations of Guarantor and its Subsidiaries, and the Companies; and
(ii) a Financial Report Certificate with respect to such the Financial StatementsStatements of the Companies, a Compliance Certificate.
(b) As soon as availablePromptly after preparation, but and no later than 75 45 days after the last day of each fiscal quarter of Borrowers and Guarantor (i) Borrower, Financial Statements showing the consolidated and consolidating financial condition and results of operations of Borrowers calculated for Borrower and Guarantor as of, its Subsidiaries and the Companies for such fiscal quarter and for the period from the beginning of the then-current fiscal year to, such last day, and accompanied by a Financial Report Certificate with respect to such Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the LenderCompliance Certificate.
(c) Concurrently with No later than forty-five (45) days following the delivery last day of each of September, October, November, and December, 2001, and no later than thirty (30) days following the Financial Statements referred to in subparagraphs (a) and (b) end of this Section 6.3each month thereafter, a certificate of the chief financial officer of Borrowers and Guarantor following:
(i) stating a Borrowing Base Certificate setting forth the calculation of the Borrowing Base, including a calculation of each component thereof, as of the close of business as of the last day of such month, all in such detail as shall be satisfactory to Administrative Agent (and all calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall initially be made by the Borrower and certified to Administrative Agent; provided, that Administrative Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (x) to reflect its reasonable estimate of declines in value of any of the Collateral described therein, and (y) to the best of extent that such officer’s knowledge, no Default has occurred and calculation is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken not in accordance with respect thereto and this Agreement); and
(ii) showing a Compliance Certificate, dated as of the date of the Borrowing Base Certificate to be delivered in reasonable detail accordance with the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31preceding clause (i).
(d) Promptly after the issuance thereof, true copies of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a party, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(e) Notice promptly after Borrowers or Guarantor know or should know of any change in any fact or circumstance represented or warranted in any Loan Document which individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor, or a Default or Potential Default, written notice of the nature thereof and the action Borrowers or Guarantor has taken, is taking, or proposes to take with respect thereto.
(f) A summary, or when requested by Lender, copies, of all material proceedings, hearings or other actions conducted before any Tribunal in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on any of the Borrowers or Guarantor.
(g) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within Within five (5) days after the occurrence of receipt thereof, written notice copies of any matter that could reasonably be expected all auditor's annual management letters delivered to have a Material Adverse EffectBorrower.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.
Appears in 1 contract
Items to be Furnished. Borrowers and Guarantor Borrower shall cause the following to be furnished to each Lender:
(a) As soon as available, but no later than 150 days after the last day of With respect to each fiscal year of Guarantorthe Companies, within 5 Business Days after the date required to be filed with the Securities and Exchange Commission as part of the Companies’ periodic reporting, Financial Statements showing the consolidated financial condition and results of operations of Guarantor and its Subsidiaries the Companies as of, and for the year ended on, such that last day, accompanied by by: (iA) the opinion, without material qualification, by unqualified opinion of a firm “Registered Public Accounting Firm” (as such term is specified in the Securities Laws) of independent certified public accountants acceptable to Lendernationally-recognized standing, based on an audit using generally accepted auditing standardsstandards and applicable Securities Laws, that such the Financial Statements were prepared in accordance with GAAP and present fairly fairly, in all material respects, the consolidated financial condition and results of operations of Guarantor the Companies, (B) any management letter prepared by the accounting firm delivered in connection with its audit, (C) a certificate from the accounting firm to Administrative Agent indicating that during its audit it obtained no knowledge of any Default or Potential Default, or if it obtained knowledge, the nature and its Subsidiariesperiod of existence thereof, and (iiD) a Financial Report Compliance Certificate with respect to such the Financial Statements.
(b) As soon as available, but no later than 75 days after the last day of With respect to each fiscal quarter of Borrowers the Companies (other than the last fiscal quarter of each fiscal year), within 5 Business Days after the date required to be filed with the Securities and Guarantor (i) Exchange Commission as part of the Companies periodic reportings, Financial Statements showing the consolidated financial condition and results of operations of Borrowers and Guarantor as of, the Companies for such fiscal quarter and for the period from the beginning of the current fiscal year toto the last day of such fiscal quarter, such last day, and accompanied by a Financial Report Compliance Certificate with respect to such the Financial Statements, and (ii) a report from each of the Borrowers summarizing the results of their respective Pipeline Systems, in form and substance acceptable to the Lender.
(c) Concurrently with the delivery Promptly after receipt, a copy of each of the Financial Statements referred to in subparagraphs (a) interim or special audit report, management letter, and (b) of this Section 6.3, a certificate of the chief financial officer of Borrowers and Guarantor (i) stating that to the best of such officer’s knowledge, no Default has occurred and is continuing, or if a Default has occurred and is continuing, a statement as to the nature thereof and the action that is proposed to be taken recommendations issued by independent accountants with respect thereto and (ii) showing in reasonable detail the calculations demonstrating compliance with Sections 6.29, 6.30 and 6.31to any Company or its financial records.
(d) Promptly Notice, promptly after any Company knows or has reason to know, of (i) the issuance thereof, true copies existence and status of any order issued by any Tribunal in any Litigation to which Borrowers or Guarantor are a partythat, and any press release or other statement made available generally by or on behalf of Borrowers or Guarantor to the public, which relate if determined adversely to any facts or circumstances that individually or in the aggregate may have Company, would be a Material Adverse Effect on any of the Borrowers or Guarantor.
Event, (eii) Notice promptly after Borrowers or Guarantor know or should know of any change in any material fact or circumstance represented or warranted by any Restricted Company in connection with any Loan Document Paper, (iii) the receipt by any Company of notice of any violation or alleged violation of any Environmental Law or ERISA (which individually or in the aggregate may have collectively with other violations or allegations is reasonably likely to constitute a Material Adverse Effect on any of the Borrowers or GuarantorEvent), or (iv) a Default or Potential Default, written notice of specifying the nature thereof and what action the action Borrowers or Guarantor has Restricted Companies have taken, is are taking, or proposes propose to take with respect thereto.
take, (fv) A summaryany breach or nonperformance of, or when requested by Lenderdefault under, copies, a Material Agreement of all material proceedings, hearings or other actions conducted before any Tribunal a Restricted Company that is reasonably likely to result in respect of the Collateral and the operations of Borrowers or Guarantor in respect thereto which relate to any facts or circumstances that individually or in the aggregate may have a Material Adverse Effect on Event, (vi) any of the Borrowers material change in accounting policies or Guarantor.
financial reporting practices by any Restricted Company, (gvii) As soon as possible and in any event within five (5) Business Days after Borrowers or Guarantor know or should know that any Reportable Event or Prohibited Transaction has occurred with respect to any Plan or that the PBGC, Borrowers or Guarantor have instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, in each case, which would reasonably be expected to have a Material Adverse Effect, a certificate of the chief financial officer of Borrowers or Guarantor setting forth the details as to such Reportable Event or Prohibited Transaction or Plan termination and the action that Borrowers or Guarantor propose to take with respect thereto.
(h) As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any matter that could reasonably be expected to have a Material Adverse Effect.
(i) Promptly upon request therefor by Lender, such information (not otherwise required to be furnished under the Loan Documents) respecting the business affairs, assets, and liabilities of Borrowers or Guarantor and such opinions, certifications, and documents, in addition to those mentioned herein, as Lender may reasonably request.any
Appears in 1 contract