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This excerpt taken from the CVS 8-K filed Mar 23, 2007. Financial
Statements and Other Information
Maintain, and cause
each Subsidiary to
maintain, a standard system of accounting in accordance with GAAP, and furnish
to each Lender:
(a) As soon as
available and, in any event,
within 120 days after the close of each fiscal year, a copy of (x) the
Borrower’s 10-K in respect of such fiscal year, and (y) (i) the Borrower’s
Consolidated Balance Sheet as of the end of such fiscal year, and (ii) the
related Consolidated Statements of Operations, Shareholders’ Equity and Cash
Flows, as of and through the end of such fiscal year, setting forth in each
case
in comparative form the corresponding figures in respect of the previous fiscal
year, all in reasonable detail, and accompanied by a report of the Borrower’s
auditors, which report shall state that (A) such auditors audited such financial
statements, (B) such audit was made in accordance with generally accepted
auditing standards in effect at the time and provides a reasonable basis for
such opinion, and (C) said financial statements have been prepared in accordance
with GAAP;
(b) As soon as
available, and in any event
within 60 days after the end of each of the first three fiscal quarters of
each
fiscal year, a copy of (x) the Borrower’s 10-Q in respect of such fiscal
quarter, and (y) (i) the Borrower’s Consolidated Balance Sheet as of the end of
such quarter and (ii) the related Consolidated Statements of Operations,
Shareholders’ Equity and Cash Flows for (A) such quarter and (B) the period from
the beginning of the then current fiscal year to the end of such quarter, in
each case in comparable form with the prior fiscal year, all in reasonable
detail and prepared in accordance with GAAP (without footnotes and subject
to
year-end adjustments);
(c) Simultaneously
with the delivery of the
financial statements required by clauses (a) and (b) above, a certificate of
the
chief financial officer or treasurer of the Borrower certifying that no Default
or Event of Default shall have occurred or be continuing or, if so, specifying
in such certificate all such Defaults and Events of Default, and setting forth
computations in reasonable detail demonstrating compliance with Sections 8.1
and
8.9.
(d) Prompt notice
upon the Borrower becoming
aware of any change in a Pricing Level;
(e) Promptly upon
becoming available, copies
of all regular or periodic reports (including current reports on Form 8-K)
which
the Borrower or any Subsidiary may now or hereafter be required to file with
or
deliver to the Securities and Exchange Commission, or any
46 other Governmental
Authority succeeding to the functions thereof, and copies of all material news
releases sent to all stockholders;
(f) Prompt written
notice of: (i) any
citation, summons, subpoena, order to show cause or other order naming the
Borrower or any Subsidiary a party to any proceeding before any Governmental
Authority which could reasonably be expected to have a Material Adverse effect,
and include with such notice a copy of such citation, summons, subpoena, order
to show cause or other order, (ii) any lapse or other termination of any
license, permit, franchise or other authorization issued to the Borrower or
any
Subsidiary by any Governmental Authority, (iii) any refusal by any Governmental
Authority to renew or extend any license, permit, franchise or other
authorization, and (iv) any dispute between the Borrower or any Subsidiary
and
any Governmental Authority, which lapse, termination, refusal or dispute,
referred to in clause (ii), (iii) or (iv) above, could reasonably be expected
to
have a Material Adverse effect;
(g) Prompt written
notice of the occurrence of
(i) each Default, (ii) each Event of Default and (iii) each Material Adverse
change;
(h) Promptly upon
receipt thereof, copies of
any audit reports delivered in connection with the statements referred to in
Section 7.7(a);
(i) From time to
time, such other information
regarding the financial position or business of the Borrower and the
Subsidiaries as the Administrative Agent, at the request of any Lender, may
reasonably request; and
(j) Prompt written
notice of such other
information with documentation required by bank regulatory authorities under
applicable “know your customer” and Anti-Money Laundering rules and regulations
(including, without limitation, the Patriot Act), as from time to time may
be
reasonably requested by the Administrative Agent or any Lender.
7.8 |
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