SCHEDULES AND REPORTS. Borrowers shall furnish or cause to be furnished to Agent the following: (a) Each Borrower shall provide Agent with an executed daily loan report and certificate in Agent's then current form on each day on which such Borrower requests a Loan, and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of such Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to Agent, at least once a week (or more frequently as requested by Agent), within two (2) days after the end of each calendar week, a summary report with respect to such Borrower's Inventory. (b) As soon as practicable and in any event within thirty (30) days following the end of each calendar month (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from beginning of the then current fiscal year of such Borrower to the end of such month, (2) consolidated and consolidating balance sheets of such Borrower as of the end of such month, and (3) with respect to such statements of income and balance sheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budget, in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotes. (c) In addition to any other reports, as soon as practicable and in any event: (1) within ten (10) days after the end of each month, (a) a detailed aged trial balance of such Borrower's Accounts, in form and substance reasonably satisfactory to Agent, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (b) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole discretion), including a listing of any held checks; and (2) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary inventory report and Agent's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agent, for such Borrower by each category of Inventory of such Borrower, together with a description of the monthly change in each category of Inventory of such Borrower. (d) As soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of CDS: (1) consolidated and consolidating statements of income of CDS for such fiscal year, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion shall be unqualified, in form and substance reasonably satisfactory to agent. (e) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Agent. (f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- called "management letters". (g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e) above, a letter signed by the President or a Vice President of CDS and by the Treasurer or Chief Financial Officer of CDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower. (h) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as Agent may reasonably request. (i) Within ninety (90) days of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants. (j) All financial statements delivered to Agent pursuant to the requirements of this paragraph shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b) and (d) above, CDS shall deliver to Agent an officer's certificate in the form attached hereto as Exhibit E, which shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to Agent.
Appears in 1 contract
SCHEDULES AND REPORTS. Borrowers shall furnish or cause to be furnished to Agent the following:
(a) Each Borrower shall provide Agent with an executed daily loan report and certificate in Agent's then current form on each day on which such Borrower requests a Loan, and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of such Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to Agent, at least once a week (or more frequently as requested by Agent), within two (2) days after At the end of each calendar week, upon each request for a summary report Loan hereunder and at such other times as may be requested by Lender from time to time hereafter, Borrower shall deliver to Lender (i) a borrowing base certificate certified by an authorized officer of Borrower, which certificate includes a schedule identifying each Eligible Account together with copies of the invoices, (with evidence of shipment attached provided such evidence is available to Borrower) pertaining to each such Eligible Account as well as daily, collections, cash receipts, credit and adjustment reports and all appropriate supporting documentation; (ii) bank statements with respect to the Deposit Account; and (iii) such additional schedules, certificates, reports and information with respect to the Collateral and Borrower collections as Lender may from time to time require. Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender's name, in the name of a nominee of Lender or in Borrower's Inventoryname, to verify the validity, amount or any other matter relating to any of Borrower's Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Lender, on demand, for all costs, fees and expenses incurred by Lender in this regard. Such weekly reports may be submitted by email or telecopy.
(b) As soon as practicable and in any event within thirty Without limiting the generality of the foregoing, Borrower shall deliver to Lender, at least once a month, not later than the tenth (3010th) days following the end day of each calendar month (except that for the calendar months ending on or prior more frequently when requested by Lender), a month-end borrowing base certificate, certified by an authorized officer of Borrower which reconciles to September 30all month-end financial reports, 1998, within forty-five an accounts receivable aging report (45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from beginning of the then current fiscal year of such Borrower to the end of such month, (2) consolidated and consolidating balance sheets of such Borrower as of the end of such monthaged by invoice date), and (3) with respect to such statements of income all appropriate supporting documentation. Lender and balance sheets, in comparative form, figures for the corresponding periods Borrower acknowledge and agree that Debtor Financing is in the preceding fiscal year form of such customer contracts with Borrower and to wherein payments are made one time or two times per month with all payments due within twelve (12) months after the then current budget disclosing the variances from such budget, in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotesDebtor Financing is established.
(c) In addition to any other reportsAll schedules, as soon as practicable and in any event: (1) within ten (10) days after the end of each month, (a) a detailed aged trial balance of such Borrower's Accounts, in form and substance reasonably satisfactory to Agent, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (b) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole discretion), including a listing of any held checks; and (2) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary inventory report and Agent's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agent, for such Borrower by each category of Inventory of such Borrower, together with a description of the monthly change in each category of Inventory of such Borrower.
(d) As soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of CDS:
(1) consolidated and consolidating statements of income of CDS for such fiscal year, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion shall be unqualified, in form and substance reasonably satisfactory to agent.
(e) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Agent.
(f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- called "management letters".
(g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e) above, a letter signed by the President or a Vice President of CDS and by the Treasurer or Chief Financial Officer of CDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(h) With reasonable promptness, such other business or financial datacertificates, reports, SEC reports, appraisals and projections as Agent may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver assignments and other items delivered by Borrower to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) All financial statements delivered to Agent pursuant to the requirements of this paragraph Lender hereunder shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above executed by an authorized representative of Borrower and shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) in such form and contain such information as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b) and (d) above, CDS Lender shall deliver to Agent an officer's certificate in the form attached hereto as Exhibit E, which shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to Agentspecify.
Appears in 1 contract
Sources: Revolving Loan and Security Agreement (Direct Response Financial Services Inc)
SCHEDULES AND REPORTS. Borrowers shall furnish or cause to be furnished to Agent the following:
(a) Each Borrower shall provide Agent with an executed daily loan report and certificate in Agent's then current form deliver to Lender, on each day on which a weekly basis [or, if the Loans to any Borrower exceed sixty-five percent (65%) of the Loan Availability for such Borrower requests or if the total outstanding balance on the Loans to the Borrowers and the aggregate undrawn face amount of the Letters of Credit issued for the account of Borrower exceed sixty-five percent (65%) of the Maximum Credit, on a Loandaily basis], a collateral report (the "Collateral Report") describing all Accounts and Eligible Accounts created or acquired by such Borrower and all amounts collected by such Borrower on Accounts subsequent to the immediately preceding Collateral Report. In addition, each Borrower shall deliver to Lender on a weekly basis (or, if Lender has provided any Borrower with Loans based upon Eligible Inventory, on a daily basis in Lender's discretion) with a schedule of Inventory owned by such Borrower and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's possession valued on an average cost basis and in accordance with generally accepted accounting principles, information on all sales journalof or other reduction of and all additions to Inventory, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity all returns of Inventory, all credits issued by such Borrower and all complaints and claims against such Borrower in connection with respect Inventory subsequent to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent and Collateral Report. The Collateral Reports shall contain such additional information as Agent may reasonably require Lender shall require. Each Borrower also shall furnish copies of any other reports or information concerning the Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agentthe Collateral Reports, including, including without limitation, but only if specifically requested by AgentLender, copies of all invoices prepared in connection with such Accounts the Accounts. Lender, through its officers, employees or agents, shall have the right, at any time and from
(b) Without limiting the generality of such Borrower. In additionthe foregoing, each Borrower shall deliver to AgentLender, at least once a week month (or more frequently as when requested by AgentLender), within two (2a report describing its Eligible Accounts, non- Eligible Accounts, accounts payable, Inventory, and Eligible Inventory as well as containing an aging of its Accounts and accounts payable. Such report also shall reconcile the information described in SECTION 9(a) days after the end of each calendar week, a summary report with respect to such Borrower's Inventory.
(b) As soon as practicable and in any event within thirty (30) days following the end of each calendar month (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such past month and for describe the period from beginning of the then current fiscal year of fuel taxes payable by such Borrower to the end of such month, (2) consolidated and consolidating balance sheets of such Borrower as of the end of such month, and (3) with respect to such statements of income and balance sheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budget, in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotesany governmental authority.
(c) In addition to any other reportsAll schedules, as soon as practicable and in any event: (1) within ten (10) days after the end of each month, (a) a detailed aged trial balance of such Borrower's Accounts, in form and substance reasonably satisfactory to Agent, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (b) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole discretion), including a listing of any held checks; and (2) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary inventory report and Agent's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agent, for such Borrower by each category of Inventory of such Borrower, together with a description of the monthly change in each category of Inventory of such Borrower.
(d) As soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of CDS:
(1) consolidated and consolidating statements of income of CDS for such fiscal year, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion shall be unqualified, in form and substance reasonably satisfactory to agent.
(e) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Agent.
(f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- called "management letters".
(g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e) above, a letter signed by the President or a Vice President of CDS and by the Treasurer or Chief Financial Officer of CDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(h) With reasonable promptness, such other business or financial datacertificates, reports, SEC reports, appraisals and projections as Agent may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver assignments and other items delivered by Borrowers to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) All financial statements delivered to Agent pursuant to the requirements of this paragraph Lender hereunder shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above executed by an authorized representative of Borrowers and shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) in such form and contain such information as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b) and (d) above, CDS Lender shall deliver to Agent an officer's certificate in the form attached hereto as Exhibit E, which shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to Agentspecify.
Appears in 1 contract
SCHEDULES AND REPORTS. Borrowers shall furnish or cause to be furnished to Agent the following:
(a) Each Borrower shall provide Agent with an executed deliver to Lender by mail daily loan (or any other frequency agreed to by Lender) other than on a day which is not a Business Day, a report of each Loan Party's cash receipts and certificate in Agent's then current form copies of all checks and other payments received from Account Debtors on account of Accounts.
(b) Within five days after the close of each day on which such Borrower requests a Loancalendar week, and in any event at least one (1) such other times as may be requested by Lender from time to time hereafter, each Loan Party shall deliver to Lender a Borrowing Base certificate for such week, which shall include calculations of the Borrowing Base (excluding reserves but including calculations of Eligible Payphones, Eligible Accounts and Eligible Inventory) and shall otherwise be accompanied in form and substance satisfactory to Lender, together with an aged trial balance of each Loan Party's Accounts as of the end of such week, along with any adjustments to such Accounts, a schedule identifying by age each Account a reconciliation thereof to the above Borrowing Base calculations, and copies of the invoices when requested by Lender pertaining to each such Borrower's sales journalAccount, cash receipts journal and credit memo journal for the relevant week (or other applicable period. Such ) immediately preceding, (iii) the polling report shall reflect for the activity Payphones, which report sets forth the amount of coins collected from the Payphones for such Borrower week and identifies which Payphones are "out of service" or otherwise inoperable, (iv) a schedule showing the variance of the actual amount of coins collected from the Payphones (on a route by route basis) for the previous week versus the amount of coins reported as collected from such Payphones for such week, (v) copies of all deposit slips with respect to the Blocked Accounts for and (vi) a Waterfall report and a PMM/Elcotel report. At such times as may be requested by Lender from time to time hereafter, each Loan Party shall deliver to Lender (i) such additional schedules, certificates, reports and information with respect to the immediately preceding weekCollateral as Lender may from time to time require and (ii) a collateral assignment of any or all items of Collateral to Lender. Lender, through its officers, employees or agents, shall have the right, at any time and shall be from time to time in Lender's name, in the name of a nominee of Lender or in a form Loan Party's name, to verify the validity, amount or any other matter relating to any of the Accounts, by mail, telephone, telegraph or otherwise. Each Loan Party shall reimburse Lender, on demand, for all costs, fees and expenses incurred by Lender in this regard.
(c) Without limiting the generality of the foregoing, each Loan Party shall deliver to Lender, at least once a month within ten days after the close of each fiscal month (or more frequently when requested by Lender), a report with such specificity as is satisfactory respect to Agent each Loan Party's Inventory, including a reconciliation thereof to the above Borrowing Base calculations and designations of balances. Each Loan Party shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory immediately notify Lender of any event causing loss or depreciation in value of such Borrower includedInventory (other than normal depreciation occurring in the ordinary course of business).
(d) Each Loan Party shall deliver to Lender, described at lease once a month within ten days after the close of each fiscal month (or referred to in such report and any other documents in connection therewith more frequently when requested by AgentLender), (i) the results of each monthly physical inventory performed by or on behalf of the Loan Parties, (ii) bank statements for each deposit or other account maintained by the Loan Parties (including, without limitation, but only if specifically requested by Agentthe Blocked Accounts), copies (iii) the polling report for the Payphones for such month (substantially the same as the polling report delivered weekly under paragraph 7(b)), (iv) a Waterfall report, a PMM/Elcotel report and MIST (Management Information Systems Technology) report, (v) an aged trial balance of all invoices prepared in connection with such each Loan Party's Accounts (including a reconciliation of such Borrower. In addition, each Borrower shall deliver to Agent, at least once a week (or more frequently as requested by Agent), within two (2) days after the end of each calendar week, a summary report with respect aged trial balance to such BorrowerLoan Party's Inventory.
(bgeneral ledger and financial statements delivered under paragraph 10.1(a)) As soon as practicable and in any event within thirty (30) days following the end of each calendar month (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from beginning of the then current fiscal year of such Borrower to the end of such month, (2) consolidated and consolidating balance sheets of such Borrower accounts payable as of the end of such month, and (3vi) with respect to such statements a schedule of income and balance sheetsEligible Accounts accruals, in comparative form, figures for the corresponding periods in the preceding fiscal year (vii) a schedule of such Borrower and to the then current budget disclosing the variances from such budget, in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments (a) intercompany receivables (including, without limitation, LIFO adjustmentsthe amount outstanding under any Intercompany Note) owing from Affiliates, (b) amounts paid to Affiliates (including amounts paid on intercompany Indebtedness and dividends) and the absence of footnotes.
(c) Indebtedness accrued to an Affiliate, (viii) calculations of Eligible Inventory, (ix) spreadsheets showing all daily deposits of coins made by Brinks or other similar collectors and (x) calculations (and backup information) showing Gross Revenue (with all non-coin "Dial Around Receivables" from Payphones being determined on a per Payphone basis), minus telephone bills, commissions and Payphone related maintenance expenses per Payphone for the immediately preceding twelve months, along with a master list of Payphones with Gross Revenue (as described above) of less than $1 for such period. In addition to any other reportsaddition, as soon as practicable and in any event: (1) within ten (10) days after the end of each month, (a) a detailed aged trial balance of such Borrower's Accounts, in form and substance reasonably satisfactory to Agent, including, without limitationFiscal Quarter, the names and addresses of all Account Debtors of such Borrower, and (b) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole discretion), including a listing of any held checks; and (2) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary inventory report and Agent's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agent, for such Borrower by each category of Inventory of such Borrower, together Loan Parties will provide Lender with a description master list of locations for all of the monthly change in each category of Inventory of such Borrower.
(d) As soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of CDS:
(1) consolidated and consolidating statements of income of CDS for such fiscal year, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion shall be unqualified, in form and substance reasonably satisfactory to agentLoan Parties' Payphones.
(e) As soon All schedules, certificates, reports and assignments and other items delivered by a Loan Party to Lender hereunder shall be executed by an authorized representative of such Loan Party and shall be in such form and contain such information as practicable Lender shall reasonably request. Each Loan Party shall deliver from time to time such other schedules and in any event prior reports pertaining to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details Collateral as reasonably requested by Agent.
(f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- called "management letters".
(g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e) above, a letter signed by the President or a Vice President of CDS and by the Treasurer or Chief Financial Officer of CDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(h) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as Agent Lender may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) All financial statements delivered to Agent pursuant to the requirements of this paragraph shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b) and (d) above, CDS shall deliver to Agent an officer's certificate in the form attached hereto as Exhibit E, which shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to Agent.
Appears in 1 contract
SCHEDULES AND REPORTS. Borrowers shall furnish or cause to be furnished to Agent the following:
(a) Each Borrower shall provide Agent with an executed daily loan report and certificate in Agent's then current form on each day on which such Borrower requests a Loan, and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of such Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to Agent, at least once a LaSalle on Monday of each week (or more frequently as requested by Agenton the next Business Day if such Monday is not a Business Day), within two (2) days after the end of each calendar weekby facsimile transmission, a summary report with respect to such of Borrower's Inventoryinvoice activity for the previous week.
(b) As soon as practicable and in any event within thirty Within fifteen (3015) days following after the end close of each calendar month (except that month, and at such other times as may be requested by LaSalle from time to time hereafter, Borrower shall deliver to LaSalle a borrowing base certificate for the calendar months ending on or prior to September 30, 1998, within forty-five (45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from beginning of the then current fiscal year of such Borrower to the end of such month, (2) consolidated in form and consolidating substance satisfactory to LaSalle, together with an aged trial balance sheets of such Borrower Borrower's accounts payable as of the end of such month. At such times as may be requested by LaSalle from time to time hereafter, Borrower shall deliver to Lasalle:
(i) a schedule identifying by age each Account of Borrower together with copies of the invoices when requested by LaSalle (with evidence of shipment attached) pertaining to each such Account, for the month (or other applicable period) immediately preceding; (ii) such additional schedules, certificates, reports and (3) information with respect to such statements the Collateral as LaSalle may from time to time reasonably require and (iii) a confirmation of income the collateral assignment of any or all items of Collateral to LaSalle. LaSalle, through its officers, employees or agents, shall have the right, at any time and balance sheetsfrom time to time in LaSalle's name, in comparative formthe name of a nominee of LaSalle or in Borrower's name, figures to verify the validity, amount or any other matter relating to any of Borrower's Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse LaSalle, on demand, for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budget, in all reasonable detail costs, fees and certified expenses incurred by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower LaSalle in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotesthis regard.
(c) In addition Without limiting the generality of the foregoing, Borrower shall deliver to any other reportsLaSalle, as soon as practicable and in any event: (1) within ten (10) days after the end of each month, (a) at least once a detailed aged trial balance of such Borrower's Accounts, in form and substance reasonably satisfactory to Agent, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (b) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole discretion), including a listing of any held checks; and (2) month within fifteen (15) days after the end close of each month, the general ledger inventory account balancemonth (or more frequently when requested by LaSalle), a summary inventory report and Agentwith respect to Borrower's standard form Inventory. Borrower shall immediately notify LaSalle of any event causing loss or depreciation in value of Borrower's Inventory report then (other than normal depreciation occurring in effect or the form most recently requested from such Borrower by Agent, for such Borrower by each category ordinary course of Inventory of such Borrower, together with a description of the monthly change in each category of Inventory of such Borrowerbusiness).
(d) As soon as practicable All schedules, certificates, reports and in any event within one hundred twenty (120) days after the end of each fiscal year of CDS:
(1) consolidated assignments and consolidating statements of income of CDS for such fiscal year, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements other items delivered by Borrower to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion LaSalle hereunder shall be unqualified, executed by an authorized representative of Borrower and shall be in such form and substance contain such information as LaSalle shall reasonably satisfactory request. Borrower shall deliver from time to agent.
(e) As soon as practicable time such other schedules and in any event prior reports pertaining to the beginning Collateral of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details Borrower as reasonably requested by Agent.
(f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- called "management letters".
(g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e) above, a letter signed by the President or a Vice President of CDS and by the Treasurer or Chief Financial Officer of CDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(h) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as Agent LaSalle may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) All financial statements delivered to Agent pursuant to the requirements of this paragraph shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b) and (d) above, CDS shall deliver to Agent an officer's certificate in the form attached hereto as Exhibit E, which shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to Agent.
Appears in 1 contract
Sources: Loan and Security Agreement (American Materials & Technologies Corp)
SCHEDULES AND REPORTS. Borrowers shall furnish or cause to be furnished to Agent the following:
(a) Each Borrower shall provide Agent with an executed daily loan report and certificate in Agent's then current form on each day on which At such Borrower requests a Loantimes as may be required by Lender from time to time hereafter, and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of such Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to AgentLender (i) a schedule identifying each item of Eligible Chattel Paper (as defined in the LaSalle Loan Agreement), at least once a week together with copies thereof when requested by Lender (with cash register point of sale documentation attached) pertaining to each such Eligible Chattel Paper, for the month (or more frequently as requested by Agent)other applicable period) immediately preceding; (ii) such additional schedules, within two (2) days after the end of each calendar weekcertificates, a summary report reports and information with respect to such the Collateral as Lender may from time to time require; and (iii) an assignment of any or all items of Collateral to Lender if requested. Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender's name, in the name of a nominee of Lender or in Borrower's Inventoryname, to verify the validity, amount or any other matter relating to Borrower's Chattel Paper and Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Lender, on demand, for all costs, fees and expenses incurred by Lender in this regard.
(b) As soon as practicable Without limiting the generality of the foregoing, Borrower shall deliver to Lender if requested, at least twice a month, on the fifteenth (15th) and in any event within thirty (30) the last days following the end of each calendar month (except that for the calendar months ending on or prior to September 30more frequently when requested by Lender), 1998, within forty-five (45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from beginning of the then current fiscal year of such Borrower to the end of such month, (2) consolidated and consolidating balance sheets of such Borrower as of the end of such month, and (3) a report with respect to such statements Borrower's Inventory and a report listing all Inventory held by Borrower as consignee, indicating the identity of income the consignor and balance sheets, the value of the consigned Inventory. Borrower shall immediately notify Lender of any event causing loss or depreciation in comparative form, figures for the corresponding periods value of Borrower's Inventory (other than normal depreciation occurring in the preceding fiscal year ordinary course of such Borrower and to the then current budget disclosing the variances from such budget, in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotesbusiness).
(c) In addition If requested by Lender, Borrower shall furnish to any other reports, as soon as practicable and in any event: (1) within ten (10) days after the end Lender copies of each month, (a) a detailed aged trial balance of such Borrower's Accounts, in form schedule and substance reasonably satisfactory report delivered to Agent, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (b) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole discretion), including a listing of or any held checks; and (2) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary inventory report and Agent's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agent, for such Borrower by each category of Inventory of such Borrower, together with a description of the monthly change in each category Lenders under paragraph 9 of Inventory of such Borrowerthe LaSalle Loan Agreement simultaneously with the delivery thereof.
(d) As soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of CDS:
(1) consolidated and consolidating statements of income of CDS for such fiscal yearAll schedules, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion shall be unqualified, in form and substance reasonably satisfactory to agent.
(e) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Agent.
(f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- called "management letters".
(g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e) above, a letter signed by the President or a Vice President of CDS and by the Treasurer or Chief Financial Officer of CDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(h) With reasonable promptness, such other business or financial datacertificates, reports, SEC reports, appraisals assignments and projections as Agent may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver other items delivered by Borrower to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) All financial statements delivered to Agent pursuant to the requirements of this paragraph Lender hereunder shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above executed by an authorized representative of Borrower and shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) in such form and contain such information as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b) and (d) above, CDS Lender shall deliver to Agent an officer's certificate in the form attached hereto as Exhibit E, which shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to Agentreasonably specify.
Appears in 1 contract
SCHEDULES AND REPORTS. Borrowers shall furnish or cause to be furnished to Agent the following:
(a) Each Borrower shall provide Agent with an executed daily loan deliver to Lender, on a monthly basis, a collateral report and certificate in Agent's then current form on each day on which such (the "Collateral Report") describing the aging of the Accounts, all Eligible Accounts created or acquired by Borrower requests a Loan, and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of such Borrower with respect subsequent to Accounts for the immediately preceding weekCollateral Report, information in connection with any Account which has ceased to be an Eligible Account since the most recent Collateral Report, and information on all amounts collected by Borrower on Accounts subsequent to the immediately preceding Collateral Report; provided that (i) Lender reserves the right to require such report on a weekly or more frequent basis at any time requested by Lender and (ii) such report shall be in required on a form and with such specificity as is satisfactory to Agent and weekly basis at all times after the Maximum Loan Availability decreases below $1,000,000.00 unless otherwise agreed by Lender. The Collateral Reports shall contain such additional information as Agent may reasonably require Lender shall require. Borrower shall also furnish copies of any other reports or information concerning the Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agentthe Collateral Reports, including, without limitation, but only if specifically requested by AgentLender, copies of all invoices prepared in connection with such Accounts Accounts. Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender's name, in the name of such a nominee of Lender or in Borrower's name, to verify the validity, amount or any other matter relating to any of the Accounts, by mail, telephone, telegraph or otherwise. In addition, each Borrower shall deliver to Agentreimburse Lender, at least once a week (or more frequently as requested on demand, for all costs, fees and expenses incurred by Agent), within two (2) days after the end of each calendar week, a summary report with respect to such Borrower's InventoryLender in this regard.
(b) As soon as practicable and in any event within thirty (30) days following Without limiting the end generality of each calendar the foregoing, Borrower shall deliver to Lender, at lease once a month (except that for the calendar months ending on or prior to September 30more frequently when requested by Lender), 1998, within forty-five (45) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from beginning of the then current fiscal year of such Borrower to the end of such month, (2) consolidated and consolidating balance sheets of such Borrower as of the end of such month, and (3) a report with respect to Borrower's Accounts and Inventory reconciling the information described in paragraph 9(a) for such statements of income and balance sheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budget, in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principles, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotesmonth.
(c) In addition to any other reportsAll schedules, as soon as practicable and in any event: (1) within ten (10) days after the end of each month, (a) a detailed aged trial balance of such Borrower's Accounts, in form and substance reasonably satisfactory to Agent, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (b) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole discretion), including a listing of any held checks; and (2) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary inventory report and Agent's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agent, for such Borrower by each category of Inventory of such Borrower, together with a description of the monthly change in each category of Inventory of such Borrower.
(d) As soon as practicable and in any event within one hundred twenty (120) days after the end of each fiscal year of CDS:
(1) consolidated and consolidating statements of income of CDS for such fiscal year, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion shall be unqualified, in form and substance reasonably satisfactory to agent.
(e) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by Agent.
(f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- called "management letters".
(g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e) above, a letter signed by the President or a Vice President of CDS and by the Treasurer or Chief Financial Officer of CDS, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(h) With reasonable promptness, such other business or financial datacertificates, reports, SEC reports, appraisals and projections as Agent may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver assignments and other items delivered by Borrower to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) All financial statements delivered to Agent pursuant to the requirements of this paragraph Lender hereunder shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above executed by an authorized representative of Borrower and shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) in such form and contain such information as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b) and (d) above, CDS Lender shall deliver to Agent an officer's certificate in the form attached hereto as Exhibit E, which shall, for each fiscal quarter, include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to Agentspecify.
Appears in 1 contract
Sources: Loan and Security Agreement (Cet Environmental Services Inc)
SCHEDULES AND REPORTS. Borrowers Borrower shall furnish or cause to be furnished to Agent Lender the following:
(a) Each Borrower shall provide Agent Lender with an executed daily loan a written report and certificate in Agent's then current form on each day on which such Borrower requests a Loan, and in any event at least one (1) by Wednesday of each week, and on such more frequent basis (which may include daily) as Lender shall be accompanied by copies of such Borrower's sales journalrequest hereafter, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect reflecting the activity of such Borrower with respect to sales, collections of Accounts and credits issued by Borrower for the immediately preceding week, and week (or other period as requested by Lender). Such report shall be in a form and with such specificity as is satisfactory to Agent Lender and shall contain such additional information as Agent Lender may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such daily report and any other documents in connection therewith requested by AgentLender, including, including without limitation, limitation but only if specifically requested by AgentLender, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to Agent, at least once a week (or more frequently as requested by Agent), within two (2) days after the end of each calendar week, a summary report with respect to such Borrower's InventoryAccounts.
(b) As soon as practicable and in any event within thirty (30) days following the end of each calendar month month, (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (45i) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from the beginning of the then current fiscal year of such Borrower Fiscal Year to the end of such month, (2ii) consolidated and consolidating balance sheets of such Borrower as of the end of such month, and (3iii) with respect to such statements of income and balance sheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budgetFiscal Year, all in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principlesGAAP, subject to changes resulting from normal and recurring year-end adjustments (including, without limitation, LIFO adjustments) that individually and in the aggregate are not material to the business of Borrower and the absence of footnotes, together with detailed computations of Borrower's compliance with the covenants set forth in this Agreement.
(c) In addition to any other reports, as As soon as practicable and in any event: event (1) on Tuesday of each week, a Borrowing Base Certificate (which shall be calculated as of Saturday of the immediately preceding week and which shall not be binding upon Lender or restrictive of Lender's rights under this Agreement), and (2) within ten fifteen (1015) days after following the end of each calendar month and at such other times as may be requested by Lender from time to time (but, prior to the occurrence of an Event of Default, not more frequently than twice in any calendar month), (ai) a schedule identifying by age each Account of Borrower together with copies of the invoices when requested by Lender (with evidence of shipment attached) pertaining to each such Account and a schedule identifying by age each account payable of Borrower, (ii) a detailed aged trial balance of such Borrower's Accounts, Accounts ("Accounts Trial Balance") in form and substance reasonably satisfactory to AgentLender in its reasonable discretion, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (biii) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent Lender may require in its sole reasonable discretion), including a listing of any held checks, (iv) such additional schedules, certificates, reports and information with respect to the Collateral as Lender may from time to time reasonably require; (v) a copy of any statement received by Borrower in connection with the Lockbox and/or the Blocked Account; (vi) an assignment of any or all items of Collateral to Lender and (2vii) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary perpetual inventory report and AgentLender's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agenteffect, for such Borrower by each category of Inventory of such BorrowerInventory, together with a description of the monthly change in each category of Inventory, in each case, for such immediately preceding month (or other applicable period). Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender's name, in the name of a nominee of Lender or in Borrower's name, to verify the validity, amount or any other matter relating to any of Borrower's Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Lender, on demand, for all reasonable costs, fees and expenses incurred by Lender in this regard. Borrower shall immediately notify Lender of any event causing material loss or depreciation in value of Borrower's Inventory (other than normal depreciation occurring in the ordinary course of such Borrowerbusiness).
(d) As soon as practicable and in any event within one hundred twenty ninety (12090) days after the end of each fiscal year of CDS:
Fiscal Year commencing with the Fiscal Year ending December 31, 2001 (1i) consolidated and consolidating statements of income of CDS Borrower for such fiscal yearFiscal Year, and a consolidated and consolidating balance sheet of CDS Borrower as of the end of such fiscal yearFiscal Year, and (2ii) consolidated and consolidating statements of cash flow of CDS Borrower for such fiscal yearFiscal Year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding Fiscal Year, such statements to be presented in accordance with generally accepted Borrower's normal method of accounting principles for Inventory and certified (if Borrower uses the LIFO method) on a pre-tax FIFO basis, all in reasonable detail and in accordance with GAAP and examined and reported on by independent certified public accountants of recognized national standing selected by CDS Borrower and satisfactory to AgentLender, whose opinion shall be unqualifiedunqualified and shall be in accordance GAAP, in form and substance reasonably satisfactory to agentLender.
(e) As soon as practicable and in any event not later than thirty (30) days prior to the beginning of each fiscal year of such BorrowerFiscal Year commencing with the Fiscal Year ending December 31, 2002 projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal yearFiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by AgentLender (hereinafter referred to as "Projections").
(f) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- so-called "management letters".
(g) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph subparagraph (e) above, a letter signed by the President president or a Vice President vice president of CDS Borrower and by the Treasurer treasurer or Chief Financial Officer chief financial officer of CDSBorrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(h) As soon as practicable and in any event at the end of each Fiscal Year or as Lender may otherwise reasonably request (but, prior to the occurrence of an Event of Default, not more frequently than quarterly), a complete and accurate update of the Customer Lists.
(i) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as Agent Lender may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) . All financial statements delivered to Agent Lender pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs SUBPARAGRAPHS (b) and AND (d) above, CDS Borrower shall deliver to Agent Lender an officer's certificate in the form attached hereto as Exhibit EEXHIBIT D, which shall, for each fiscal quarter, shall include a calculation of financial covenants in the schedule attached to such officerOfficer's certificate Certificate in form satisfactory to AgentLender. Together with each delivery of annual financial statements required by PARAGRAPH (d) above, Borrower shall deliver to Lender a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any Event of Default, or, if such accountants have obtained knowledge of an Event of Default, specifying the nature and period of existence thereof and such certificates shall contain or have appended thereto calculations which set forth Borrower's compliance with the financial covenants set forth herein.
(j) All schedules, certificates, reports and assignments and other items delivered by Borrower to Lender hereunder shall be executed by an authorized representative of Borrower and shall be in such form and contain such information as Lender shall reasonably request. Borrower shall deliver from time to time such other schedules and reports pertaining to the Collateral of Borrower as Lender may reasonably request.
Appears in 1 contract
Sources: Loan and Security Agreement (Security Capital Corp/De/)
SCHEDULES AND REPORTS. Borrowers Borrower shall furnish or cause to be furnished to Agent LaSalle the following:
(a) Each Borrower shall provide Agent LaSalle with an executed daily loan report and certificate in AgentLaSalle's then current form on each day on which such Borrower requests a Revolving Loan, and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of such Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent LaSalle and shall contain such additional information as Agent LaSalle may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by AgentLaSalle, including, without limitation, but only if specifically requested by AgentLaSalle, copies of all invoices prepared in connection with such Accounts Accounts.
(b) Within sixty (60) days after the Closing Date, Borrower shall deliver to LaSalle a balance sheet and income statement of such Borrowerthe Borrower for the fiscal year ending immediately prior to the Closing Date audited by independent certified public accountants of recognized national standing. In addition, each within sixty (60) days after the date of the closing of the Acquisition (i) the Borrower shall deliver to AgentLaSalle a balance sheet of the Borrower as of the day immediately following the closing of the Acquisition, at least once which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet referred to in the immediately preceding sentence and be certified by the Chief 21 Financial Officer of the Borrower; and (ii) Guarantor shall deliver to LaSalle a week balance sheet of the Guarantor as of the day immediately following the Closing Date which balance sheet shall be certified by an officer of the Guarantor in a form acceptable to the Lender.
(or more frequently c) As soon as requested by Agent), practicable and in any event within two twenty-five (225) days after following the end of each calendar weekmonth, a summary report (i) statements of income and statements of cash flow of Borrower for each such month and for the period from beginning of the then current fiscal year of Borrower to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Borrower, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with respect GAAP, subject to such changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations of Borrower's Inventorycompliance with the covenants set forth in this Agreement.
(bd) As soon as practicable and in any event within thirty (30) days following the end of each calendar month fiscal quarter, (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (45i) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower Guarantor for each such month quarter and for the period from beginning of the then current fiscal year of such Borrower Guarantor to the end of such monthquarter, and (2ii) consolidated and consolidating balance sheets of such Borrower Guarantor as of the end of such monthquarter, and (3) with respect to such statements of income and balance sheetssheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budgetGuarantor, all in all reasonable detail and certified by the chief financial officer of such Borrower Guarantor that such statements fairly present the financial condition of such Borrower Guarantor in accordance with generally accepted accounting principlesGAAP, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotes.
(ce) In addition to any other reports, : (i) as soon as practicable and in any event: (1) event within ten (10) days after the end of each month, month (aA) a detailed aged trial balance of such Borrower's Accountsaccounts, in form and substance reasonably satisfactory to Agent, including, without limitation, the names and addresses of all Account Debtors of such BorrowerLaSalle in its sole discretion, and (bB) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent LaSalle may require in its sole discretion), including a listing of any held checks; (ii) as soon as practicable and in any event within ten (2) within fifteen (1510) days after the end of each month, the general ledger inventory account balance, a summary physical inventory report and AgentLaSalle's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agenteffect, for such Borrower by each category of Inventory of such BorrowerInventory, together with a description of the monthly change in each category of Inventory of such Borrower.
Inventory; (diii) As soon as practicable and within five (5) days after a request by LaSalle, but in any event within one hundred twenty ten (12010) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days 22 after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(f) As ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇hin ninety (90) days after the end of each fiscal year of CDS:
Borrower, (1i) consolidated and consolidating statements of income of CDS Borrower for such fiscal year, and (ii) a consolidated and consolidating balance sheet of CDS Borrower as of the end of such fiscal year, and (2iii) consolidated and consolidating statements of cash flow of CDS Borrower for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with generally accepted Borrower's normal method of accounting principles for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined and certified by independent certified public accountants of recognized national standing selected by CDS Borrower and satisfactory to AgentLaSalle, whose opinion shall be unqualifiedunqualified and shall be in scope in accordance with audits performed for Borrower in prior years, in form and substance reasonably satisfactory to agentLaSalle.
(eg) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Guarantor, (i) statements of income of Guarantor for such fiscal year, (ii) a balance sheet of Guarantor as of the end of such fiscal year, and (iii) statements of cash flow of Guarantor for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantor in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantor and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantor in prior years, in form and substance satisfactory to LaSalle.
(h) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by AgentLaSalle.
(fi) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- so-called "management letters".
(gj) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e11(h) above, a letter signed by the President or a Vice President of CDS Borrower and by the Treasurer or Chief Financial Officer of CDSBorrower, describing, comparing and analyzing, in detail, all 23 changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(hk) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as Agent LaSalle may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(jl) All financial statements delivered to Agent LaSalle pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b11(c) and (d11(f) above, CDS Borrower shall deliver to Agent LaSalle an officer's certificate in the form attached hereto as Exhibit EB, which shall, for each fiscal quarter, shall include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to AgentLaSalle. Together with each delivery of annual financial statements required by paragraph 11
(f) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Antigua Enterprises Inc)
SCHEDULES AND REPORTS. Borrowers Borrower shall furnish or cause to be furnished to Agent LaSalle the following:
(a) Each Within sixty (60) days after the Closing Date:
(i) Borrower shall provide Agent with deliver to LaSalle a balance sheet of the Borrower as of the day immediately following the closing of the Acquisition, which balance sheet shall reflect the adjustments made from the fiscal year end balance sheet of the Borrower previously delivered to LaSalle and be certified by the Chief Financial Officer of the Borrower; and
(ii) Guarantors shall deliver to LaSalle a balance sheet of the Guarantors as of the day immediately following the Closing Date which balance sheet shall be certified by an executed daily loan report and certificate officer of the Guarantors in Agent's then current a form on each day on which such Borrower requests a Loan, acceptable to the Lender.
(b) As soon as practicable and in any event at least one within twenty-five (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect the activity of such Borrower with respect to Accounts for the immediately preceding week, and shall be in a form and with such specificity as is satisfactory to Agent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such report and any other documents in connection therewith requested by Agent, including, without limitation, but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to Agent, at least once a week (or more frequently as requested by Agent), within two (225) days after following the end of each calendar weekmonth, a summary report (i) statements of income and statements of cash flow of Borrower for each such month and for the period from beginning of the then current fiscal year of Borrower to the end of such month, and (ii) balance sheets of Borrower as of the end of such month, such statements of income and balance sheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of Borrower, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with respect GAAP, subject to such changes resulting from normal year-end adjustments and the absence of footnotes, together with detailed computations of Borrower's Inventorycompliance with the covenants set forth in this Agreement.
(bc) As soon as practicable and in any event within thirty (30) days following the end of each calendar month fiscal quarter, (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (45i) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower Guarantors for each such month quarter and for the period from beginning of the then current fiscal year of such Borrower Guarantors to the end of such monthquarter, and (2ii) consolidated and consolidating balance sheets of such Borrower Guarantors as of the end of such monthquarter, and (3) with respect to such statements of income and balance sheetssheets to include, in comparative form, figures for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budgetGuarantors, all in all reasonable detail and certified by the chief financial officer of such Borrower Guarantors that such statements fairly present the financial condition of such Borrower Guarantors in accordance with generally accepted accounting principlesGAAP, subject to changes resulting from normal year-end adjustments (including, without limitation, LIFO adjustments) and the absence of footnotes.
(cd) In addition to any other reports, : (i) as soon as practicable and in any event: (1) event within ten (10) days after the end of each month, month (aA) a detailed aged trial balance of such Borrower's Accountsaccounts, in form and substance reasonably satisfactory to Agent, including, without limitation, the names and addresses of all Account Debtors of such BorrowerLaSalle in its sole discretion, and (bB) a summary and detail of accounts payable (such 13 Accounts and accounts payable divided into such time intervals as Agent LaSalle may require in its sole discretion), including a listing of any held checks; (ii) as soon as practicable and in any event within ten (2) within fifteen (1510) days after the end of each month, the general ledger inventory account balance, a summary physical inventory report and AgentLaSalle's standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agenteffect, for such Borrower by each category of Inventory of such BorrowerInventory, together with a description of the monthly change in each category of Inventory of such Borrower.
Inventory; (diii) As soon as practicable and within five (5) days after a request by LaSalle, but in any event within one hundred twenty ten (12010) days after the end of each March and September, an updated list of all Account Debtors of Borrower, which list shall include names and addresses; and (iv) until such time as the Borrower delivers to LaSalle a landlord's waiver in a form acceptable to LaSalle executed by D&D Development Co., within fifteen (15) days after the end of each month, evidence in a form acceptable to LaSalle that the Borrower has paid all rent for the preceding month for the property known as 9319 North 94th Way, Scottsdale, Arizona.
(e) As soo▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇inety (90) days after the end of each fiscal year of CDS:
Borrower, (1i) consolidated and consolidating statements of income of CDS Borrower for such fiscal year, and (ii) a consolidated and consolidating balance sheet of CDS Borrower as of the end of such fiscal year, and (2iii) consolidated and consolidating statements of cash flow of CDS Borrower for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, such statements to be presented in accordance with generally accepted Borrower's normal method of accounting principles for Inventory and (if Borrower uses the LIFO method) disclosing all LIFO reserves, all in reasonable detail and in scope in accordance with audits performed for Borrower in prior years and examined and certified by independent certified public accountants of recognized national standing selected by CDS Borrower and satisfactory to AgentLaSalle, whose opinion shall be unqualifiedunqualified and shall be in scope in accordance with audits performed for Borrower in prior years, in form and substance reasonably satisfactory to agentLaSalle.
(ef) As soon as practicable and in any event within ninety (90) days after the end of each fiscal year of Guarantors, (i) statements of income of Guarantors for such fiscal year, (ii) a balance sheet of Guarantors as of the end of such fiscal year, and (iii) statements of cash flow of Guarantors for such fiscal year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding fiscal year, all in reasonable detail and in scope in accordance with audits performed for Guarantors in prior years and examined and certified by independent certified public accountants of recognized national standing selected by Guarantors and satisfactory to LaSalle, whose opinion shall be unqualified and shall be in scope in accordance with audits performed for Guarantors in prior years, in form and substance satisfactory to LaSalle. 14
(g) As soon as practicable and in any event prior to the beginning of each fiscal year of such Borrower, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by AgentLaSalle.
(fh) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's independent public accountants or other management consultants with respect to such Borrower's financial or accounting systems or controls, including all so- so-called "management letters".
(gi) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph (e8(g) above, a letter signed by the President or a Vice President of CDS Borrower and by the Treasurer or Chief Financial Officer of CDSBorrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(hj) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as Agent LaSalle may reasonably request.
(i) Within ninety (90) days of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(jk) All financial statements delivered to Agent LaSalle pursuant to the requirements of this paragraph (except where otherwise expressly indicated) shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) GAAP as provided in this Agreement. Together with each delivery of financial statements required by paragraphs (b8(b) and (d8(e) above, CDS Borrower shall deliver to Agent LaSalle an officer's certificate in the form attached hereto as Exhibit EB, which shall, for each fiscal quarter, shall include a calculation of financial covenants in the schedule attached to such officer's certificate in form satisfactory to AgentLaSalle. Together with each delivery of annual financial statements required by paragraph 8(e) Borrower shall deliver to LaSalle a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any event or circumstance which is or which with the passage of time, the giving of notice, or both would constitute an Event of Default, or, if such accountants have obtained knowledge of such an event or circumstance, specifying the nature and period of existence thereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Antigua Enterprises Inc)
SCHEDULES AND REPORTS. Borrowers Borrower shall furnish or cause to be furnished to Agent the following:
(a) Each As soon as practicable and in any event on Tuesday of each week, a Borrowing Base Certificate (which shall be calculated as of the last day of the immediately preceding Week and which shall not be binding upon Agent or restrictive of Agent’s rights under this Agreement). In addition, Borrower shall provide Agent with an executed daily loan a written report and certificate in Agent's then current form on each day on which such Borrower requests a LoanWeek hereafter, and in any event at least one (1) each week, which shall be accompanied by copies of such Borrower's sales journal, cash receipts journal and credit memo journal for the relevant period. Such report shall reflect reflecting the activity of such Borrower with respect to sales, collections of Accounts and credits issued by Borrower for the immediately preceding week, and Week. Such report shall be in a form and with such specificity as is satisfactory to Agent and shall contain such additional information as Agent may reasonably require concerning Accounts and Inventory of such Borrower included, described or referred to in such weekly report and any other documents in connection therewith requested by Agent, including, including without limitation, limitation but only if specifically requested by Agent, copies of all invoices prepared in connection with such Accounts of such Borrower. In addition, each Borrower shall deliver to Agent, at least once a week (or more frequently as requested by Agent), within two (2) days after the end of each calendar week, a summary report with respect to such Borrower's InventoryAccounts.
(b) As soon as practicable and in any event within thirty (30) days following the end of each calendar month month: (except that for the calendar months ending on or prior to September 30, 1998, within forty-five (45i) days following the end of such month): (1) consolidated and consolidating statements of income and statements of cash flow of such Borrower for each such month and for the period from the beginning of the then current fiscal year of such Borrower Fiscal Year to the end of such month, (2ii) consolidated and consolidating balance sheets of such Borrower as of the end of such month, and (3iii) with respect to such statements of income and balance sheets, in comparative form, figures for the corresponding periods in the preceding fiscal year of such Borrower and to the then current budget disclosing the variances from such budgetFiscal Year, all in all reasonable detail and certified by the chief financial officer of such Borrower that such statements fairly present the financial condition of such Borrower in accordance with generally accepted accounting principlesGAAP, subject to changes resulting from normal and recurring year-end adjustments (including, without limitation, LIFO adjustments) that individually and in the aggregate are not material to the business of Borrower and the absence of footnotes, together with detailed computations of Borrower’s compliance with the covenants set forth in this Agreement.
(c) In addition to any other reports, as As soon as practicable and in any event: event within forty-five (1) within ten (1045) days after following the end of each monthfiscal quarter (other than the fourth fiscal quarter of each fiscal year): (i) statements of income and statements of cash flow of Borrower for each such quarter and for the period from the beginning of the then current Fiscal Year to the end of such quarter, (aii) balance sheets of Borrower as of the end of such quarter, and (iii) with respect to such statements of income and balance sheets, in comparative form, figures for the corresponding periods in the preceding Fiscal Year, all in reasonable detail and certified by the chief financial officer of Borrower that such statements fairly present the financial condition of Borrower in accordance with GAAP, subject to changes resulting from normal and recurring year-end adjustments that individually and in the aggregate are not material to the business of Borrower and the absence of footnotes, together with detailed computations of Borrower’s compliance with the covenants set forth in this Agreement.
(d) As soon as practicable and in any event within fifteen (15) days following the end of each calendar month and at such other times as may be requested by Agent from time to time: (i) a schedule identifying by age each Account of Borrower together with copies of the invoices when requested by Agent (with evidence of shipment attached) pertaining to each such Account and a schedule identifying by age each account payable of Borrower, (ii) a detailed aged trial balance of such Borrower's Accounts, ’s Accounts (“Accounts Trial Balance”) in form and substance reasonably satisfactory to AgentAgent in its reasonable discretion, including, without limitation, the names and addresses of all Account Debtors of such Borrower, and (biii) a summary and detail of accounts payable (such Accounts and accounts payable divided into such time intervals as Agent may require in its sole reasonable discretion), including a listing of any held checks, (iv) such additional schedules, certificates, reports and information with respect to the Collateral as Agent may from time to time require; (v) a copy of any statement received by Borrower in connection with the Lockbox and/or the Blocked Account; (vi) an assignment of any or all items of Collateral to Agent and (2vii) within fifteen (15) days after the end of each month, the general ledger inventory account balance, a summary perpetual inventory report and Agent's ’s standard form of Inventory report then in effect or the form most recently requested from such Borrower by Agenteffect, for such Borrower by each category of Inventory of such BorrowerInventory, together with a description of the monthly change in each category of Inventory Inventory, in each case, for such immediately preceding month (or other applicable period). Agent, through its officers, employees or agents, shall have the right, at any time and from time to time in Agent’s name, in the name of such a nominee of Agent or in Borrower.
(d) As soon as practicable ’s name, to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Agent, on demand, for all reasonable costs, fees and expenses incurred by Agent in this regard. Borrower shall immediately notify Agent of any event within one hundred twenty causing loss or depreciation in value of Borrower’s Inventory (120) days after other than normal depreciation occurring in the end ordinary course of each fiscal year of CDS:
(1) consolidated and consolidating statements of income of CDS for such fiscal year, and a consolidated and consolidating balance sheet of CDS as of the end of such fiscal year, and (2) consolidated and consolidating statements of cash flow of CDS for such fiscal year, such statements to be presented in accordance with generally accepted accounting principles and certified by independent certified public accountants of recognized national standing selected by CDS and satisfactory to Agent, whose opinion shall be unqualified, in form and substance reasonably satisfactory to agentbusiness).
(e) As soon as practicable and in any event within ninety (90)] days after the end of each Fiscal Year commencing with the Fiscal Year ending December 31, 2003: (i) statements of income of Borrower for such Fiscal Year, and a balance sheet of Borrower as of the end of such Fiscal Year, and (ii) statements of cash flow of Borrower for such Fiscal Year, all setting forth in comparative form, corresponding figures for the period covered by the preceding annual audit and as of the end of the preceding Fiscal Year, such statements to be presented in accordance with Borrower’s normal method of accounting for Inventory and (if Borrower uses the LIFO method) on a pre-tax FIFO basis, all in reasonable detail and in accordance with GAAP and examined and reported on by independent certified public accountants of recognized national standing selected by Borrower and satisfactory to Agent, whose opinion shall be unqualified and shall be in accordance GAAP, in form and substance satisfactory to Agent.
(f) As soon as practicable and in any event not later than thirty (30) days prior to the beginning of each fiscal year of such BorrowerFiscal Year commencing with the Fiscal Year commencing January 1, 2004, projected balance sheets, statements of income and cash flow for such Borrower, for each of the twelve (12) months during such fiscal yearFiscal Year, which shall include the assumptions used therein, together with appropriate supporting details as reasonably requested by AgentAgent (hereinafter referred to as “Projections”).
(fg) As soon as practicable and in any event within ten (10) days of delivery to a Borrower, a copy of any letter issued by such Borrower's ’s independent public accountants or other management consultants with respect to such Borrower's ’s financial or accounting systems or controls, including all so- so-called "“management letters"”.
(gh) In conjunction with the delivery of the annual presentation of projections or budgets referred to in paragraph subparagraph (e) above, a letter signed by the President or a Vice President chief financial officer of CDS and by the Treasurer or Chief Financial Officer of CDSBorrower, describing, comparing and analyzing, in detail, all changes and developments between the anticipated financial results included in such projections or budgets and the historical financial statements of each Borrower.
(hi) As soon as practicable and in any event at the end of each Fiscal Year or as Agent may otherwise reasonably request, a complete and accurate update of the Customer Lists.
(j) With reasonable promptness, such other business or financial data, reports, SEC reports, appraisals and projections as Agent may reasonably request.
. Without limiting any of Borrower’s obligations contained in this Section 11, Borrower shall, contemporaneously with delivery to Subordinated Lender, deliver to Lender, copies of all financial statements, financial information, reports, press releases, documents filed with the Securities and Exchange Commission, notices, correspondence, documents and all other information and items which Borrower is obligated to deliver or furnish to Subordinated Lender (i) Within ninety (90) days provided, however, that such items may be in the same form delivered to the Subordinated Lender), whether pursuant to Article 8 of the date following the date hereof, CDS shall deliver to Agent an opening balance sheet dated as of the date hereof, certified by their certified public accountants.
(j) Securities Purchase Agreement or otherwise. All financial statements and other financial information delivered to Agent pursuant to the requirements of this paragraph 11 (except where otherwise expressly indicated) shall be prepared in accordance with generally accepted accounting principles (except that the financial statements referred to in paragraph (b) above shall be subject to changes resulting from normal year- end adjustments (including, without limitation, LIFO adjustments) GAAP as provided in this Agreement, on a consolidated and consolidating basis. Together with each delivery of financial statements required by paragraphs subparagraphs (b) and (d) above, CDS Borrower shall deliver to Agent an officer's ’s certificate in the form attached hereto as Exhibit ED, which shall, for each fiscal quarter, shall include a calculation of financial covenants in the schedule attached to such officer's certificate Officer’s Certificate in form satisfactory to Agent. Together with each delivery of annual financial statements required by subparagraph (d) above, Borrower shall deliver to Agent a certificate of the accountants who performed the audit in connection with such statements stating that in making the audit necessary to the issuance of a report on such financial statements, they have obtained no knowledge of any Event of Default, or, if such accountants have obtained knowledge of an Event of Default, specifying the nature and period of existence thereof and such certificates shall contain or have appended thereto calculations which set forth Borrower’s compliance with the financial covenants set forth herein.
(k) All schedules, certificates, reports and assignments and other items delivered by Borrower to Agent hereunder shall be executed by an authorized representative of Borrower and shall be in such form and contain such information as Agent shall reasonably request. Borrower shall deliver from time to time such other schedules and reports pertaining to the Collateral of Borrower as Agent may reasonably request.
Appears in 1 contract
Sources: Loan and Security Agreement (Impco Technologies Inc)