Common use of Information Updates Clause in Contracts

Information Updates. (a) The Managing Member shall notify the Class B Members of the occurrence of any Emergency or material risk of Emergency, material developments, or events that are reasonably likely to adversely affect the Company or any of its Subsidiaries, and any breaches of any Affiliate Transactions or Material Project Agreement, including (for the avoidance of doubt) any breach or threatened breach of any representation, warranty, covenant, or agreement under the Purchase Agreement. The Managing Member shall provide notice of the foregoing events promptly, but in no event more than five (5) Business Days following the date on which the Managing Member becomes aware of such events. 953303.07-WILSR01A - MSW (b) From and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual business hours and in such a manner as not to interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees and representatives of the Company and its Controlled Subsidiaries available, and will use reasonable best efforts to cause representatives of Pine Brooke Holdings and its Subsidiaries and representatives of any other Non-Controlled Entity to be available, to answer questions regarding the performance of the business of the Company and its Subsidiaries. (c) The Class B Member Representative shall have the right, exercisable no more than once per Quarter (unless a Triggering Event has occurred, in which case, at any time from and after the occurrence of such Triggering Event), upon at least ten (10) Business Days’ prior notice, to hold a meeting on such date and at such time as shall be mutually agreed (which may be, at the Managing Member’s option, in person or by means of remote communication) between representatives of the Class B Member Representative and senior management of the Managing Member and the Company and its Controlled Subsidiaries to discuss the performance, forecasted projections, and business plan of the Company and its Subsidiaries. The Managing Member and the Company shall make the Company’s senior management reasonably available for such meeting to the extent doing so would not unreasonably interfere with the operations of the Company and its Subsidiaries. Additionally, from and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual business hours and in such a manner as not to interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees and representatives of the Company and its Controlled Subsidiaries available to answer questions regarding the performance of the business of the Company and its Subsidiaries.

Appears in 1 contract

Sources: Limited Liability Company Agreement (XPLR Infrastructure, LP)

Information Updates. (a) The Managing Member shall notify the Class B Members of the occurrence of any Emergency or material risk of Emergency, material developments, or other material events that are reasonably likely to adversely affect the Company or any of its SubsidiariesSubsidiaries or any Non-Controlled Entity, and any breaches of any Affiliate Transactions or Material Project Agreement, including (for the avoidance of doubt) any breach or threatened breach of any representation, warranty, covenant, or agreement under the Purchase Agreement▇▇▇▇/NEP APA. The Managing Member shall provide notice of the foregoing events to Members promptly, but in no 121 event more than five (5) Business Days following the date on which the Managing Member becomes Member’s becoming aware of such events. 953303.07events and the effect and implications thereof with respect to the Company, its Subsidiaries, any Non-WILSR01A - MSWControlled Entity, any Affiliate Transaction, or any Material Project Agreement, as applicable. (b) From and after the occurrence of a Triggering Event, as If requested by the Class B Member Representative upon reasonable advance notice, but in no event more than semi-annually, and at reasonable times during usual business hours hours, and in such a manner as not to interfere unreasonably with the operation of the business of the Company or any of its SubsidiariesSubsidiaries or any Non-Controlled Entity, the Managing Member will make employees the senior management, employees, and representatives of the Company and its Controlled Subsidiaries availableSubsidiaries, and will use commercially reasonable best efforts to cause representatives of Pine Brooke Holdings and its Subsidiaries make the senior management, employees, and representatives of any other the Non-Controlled Entity to be availableEntities, available to answer questions regarding the performance of the business of of, and annual operating budget and capital expenditure budget of, the Company and its Subsidiaries. (c) The During the Monthly Reimbursement Period, (i) the Class B Member Representative shall, on or before the first Business Day of the first calendar month following the commencement of the Monthly Reimbursement Period, unless previously provided (including by providing a schedule of expected debt service payment obligations), deliver to the Managing Member written notice of the aggregate amount of expected debt service payment obligations, if any, due and payable with respect to the applicable calendar month by all of the Other Class B Parties, but only to the extent that the amount of such debt service payments, with respect to any Other Class B Party, arises under a Class B Permitted Loan Financing of such Other Class B Party in effect as of such date (provided that, if the amount of such debt service payments in any subsequent calendar month is expected to materially differ from the amount previously provided, the Class B Member Representative shall have deliver written notice to the right, exercisable no more than once per Quarter (unless a Triggering Event has occurred, in which case, at any time from and after Managing Member on or before the occurrence first Business Day of such Triggering Eventsubsequent month setting forth updated information with respect to the amount of expected debt service payment obligations, if any, due and payable in such subsequent calendar month), upon at least ten (10) Business Days’ prior notice, to hold a meeting on such date and at such time as shall be mutually agreed (which may be, at the Managing Member’s option, in person or by means Member shall promptly deliver such notice and information to the manager of remote communication) between representatives Emerald Breeze Holdings; provided that the Managing Member shall comply with reasonable requests of the Class B Member Representative for such information and senior management documentation as is reasonably necessary to determine the aggregate amount of expected debt service payment obligations, and the Class B Representative shall not be in breach of this clause (i) if it has requested information and documentation from the Managing Member and the Company Managing Member has failed promptly to provide such reasonably requested information or documents; and its Controlled Subsidiaries to discuss (ii) the performanceClass A Members shall, forecasted projections, and business plan on or before the first Business Day of the Company and its Subsidiaries. The first calendar month following the commencement of the Monthly Reimbursement Period, deliver to the Managing Member written notice of the aggregate amount of expected debt service payment obligations, if any, due and the Company shall make the Company’s senior management reasonably available for payable with respect to such meeting calendar month by all such Class A Members, but only to the extent doing so would not unreasonably interfere that the amount of such debt service payments, with respect to any Class A Member, arises under a Class A Permitted Loan Financing of such Class A Member in effect as of such date (provided that, if the operations amount of such debt service payments in any subsequent calendar month is expected to differ from the Company and its Subsidiaries. Additionallyamount in such first calendar month, from and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual business hours and in such a manner as not A Members shall deliver written notice to interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees on or before the first Business Day of such subsequent month setting forth updated information with respect to the amount of expected debt service payment obligations, if any, due and representatives payable in such subsequent calendar month), and the Managing Member shall promptly deliver such notice and information to the manager of the Company and its Controlled Subsidiaries available to answer questions regarding the performance of the business of the Company and its Subsidiaries.Emerald Breeze Holdings. 122

Appears in 1 contract

Sources: Limited Liability Company Agreement (Nextera Energy Partners, Lp)

Information Updates. (a) The Managing Member shall notify the Class B Members of the occurrence of any Emergency or material risk of Emergency, material developments, or events that are reasonably likely to adversely affect the Company or any of its Subsidiaries, and any breaches of any Affiliate Transactions or Material Project Agreement, including (for the avoidance of doubt) any breach or threatened breach of any representation, warranty, covenant, or agreement under the Purchase Agreement. The Managing Member shall provide notice of the foregoing events promptly, but in no event more than five (5) Business Days following the date on which the Managing Member becomes aware of such events. 953303.07-WILSR01A - MSW. (b) From and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual business hours and in such a manner as not to interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees and representatives of the Company and its Controlled Subsidiaries available, and will use reasonable best efforts to cause representatives of Pine Brooke Holdings and its Subsidiaries and representatives of any other Non-Controlled Entity to be available, to answer questions regarding the performance of the business of the Company and its Subsidiaries. (c) The Class B Member Representative shall have the right, exercisable no more than once per Quarter (unless a Triggering Event has occurred, in which case, at any time from and after the occurrence of such Triggering Event), upon at least ten (10) Business Days’ prior notice, to hold a meeting on such date and at such time as shall be mutually agreed (which may be, at the Managing Member’s option, in person or by means of remote communication) between representatives of the Class B Member Representative and senior management of the Managing Member and the Company and its Controlled Subsidiaries to discuss the performance, forecasted projections, and business plan of the Company and its Subsidiaries. The Managing Member and the Company shall make the Company’s senior management reasonably available for such meeting to the extent doing so would not unreasonably interfere with the operations of the Company and its Subsidiaries. Additionally, from and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual business hours and in such a manner as not to 868227.25C-WILSR01A - MSW interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees and representatives of the Company and its Controlled Subsidiaries available to answer questions regarding the performance of the business of the Company and its Subsidiaries.

Appears in 1 contract

Sources: Limited Liability Company Agreement (NextEra Energy Partners, LP)

Information Updates. (a) The Managing Member shall notify the Class B Members of the occurrence of any Emergency or material risk of Emergency, material developments, or events that are reasonably likely to adversely affect the Company or any of its Subsidiaries, and any breaches of any Affiliate Transactions or Material Project Agreement, including (for the avoidance of doubt) any breach or threatened breach of any representation, warranty, covenant, or agreement under the Purchase Agreement. The Managing Member shall provide notice of the foregoing events promptly, but in no event more than five (5) Business Days following the date on which the Managing Member becomes aware of such events. 953303.07-WILSR01A - MSW. (b) From and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual 868227.24-WILSR01A - MSW business hours and in such a manner as not to interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees and representatives of the Company and its Controlled Subsidiaries available, and will use reasonable best efforts to cause representatives of Pine Brooke Holdings and its Subsidiaries and representatives of any other Non-Controlled Entity to be available, to answer questions regarding the performance of the business of the Company and its Subsidiaries. (c) The Class B Member Representative shall have the right, exercisable no more than once per Quarter (unless a Triggering Event has occurred, in which case, at any time from and after the occurrence of such Triggering Event), upon at least ten (10) Business Days’ prior notice, to hold a meeting on such date and at such time as shall be mutually agreed (which may be, at the Managing Member’s option, in person or by means of remote communication) between representatives of the Class B Member Representative and senior management of the Managing Member and the Company and its Controlled Subsidiaries to discuss the performance, forecasted projections, and business plan of the Company and its Subsidiaries. The Managing Member and the Company shall make the Company’s senior management reasonably available for such meeting to the extent doing so would not unreasonably interfere with the operations of the Company and its Subsidiaries. Additionally, from and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual business hours and in such a manner as not to interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees and representatives of the Company and its Controlled Subsidiaries available to answer questions regarding the performance of the business of the Company and its Subsidiaries.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)

Information Updates. (a) The Managing Member shall notify the Class B Members of the occurrence of any Emergency or material risk of Emergency, material developments, or other material events that are reasonably likely to adversely affect the Company or any of its SubsidiariesSubsidiaries or any Non-Controlled Entity, and any breaches of any Affiliate Transactions or Material Project Agreement, including (for the avoidance of doubt) any breach or threatened breach of any representation, warranty, covenant, or agreement under the Purchase Agreement▇▇▇▇/XPLR APA. The Managing Member shall provide notice of the foregoing events to Members promptly, but in no event more than five (5) Business Days following the date on which the Managing Member becomes Member’s becoming aware of such events. 953303.07events and the effect and implications thereof with respect to the Company, its Subsidiaries, any Non-WILSR01A - MSWControlled Entity, any Affiliate Transaction, or any Material Project Agreement, as applicable. (b) From and after the occurrence of a Triggering Event, as If requested by the Class B Member Representative upon reasonable advance notice, but in no event more than semi-annually, and at reasonable times during usual business hours hours, and in such a manner as not to interfere unreasonably with the operation of the business of the Company or any of its SubsidiariesSubsidiaries or any Non-Controlled Entity, the Managing Member will make employees the senior management, employees, and representatives of the Company and its Controlled Subsidiaries availableSubsidiaries, and will use commercially reasonable best efforts to cause representatives of Pine Brooke Holdings and its Subsidiaries make the senior management, employees, and representatives of any other the Non-Controlled Entity to be availableEntities, available to answer questions regarding the performance of the business of of, and annual operating budget and capital expenditure budget of, the Company and its Subsidiaries. (c) The During the Monthly Reimbursement Period, (i) the Class B Member Representative shall, on or before the first Business Day of the first calendar month following the commencement of the Monthly Reimbursement Period, unless previously provided (including by providing a schedule of expected debt service payment obligations), deliver to the Managing Member written notice of the aggregate amount of expected debt service payment obligations, if 121 953834.04-WILSR01A - MSW any, due and payable with respect to the applicable calendar month by all of the Other Class B Parties, but only to the extent that the amount of such debt service payments, with respect to any Other Class B Party, arises under a Class B Permitted Loan Financing of such Other Class B Party in effect as of such date (provided that, if the amount of such debt service payments in any subsequent calendar month is expected to materially differ from the amount previously provided, the Class B Member Representative shall have deliver written notice to the right, exercisable no more than once per Quarter (unless a Triggering Event has occurred, in which case, at any time from and after Managing Member on or before the occurrence first Business Day of such Triggering Eventsubsequent month setting forth updated information with respect to the amount of expected debt service payment obligations, if any, due and payable in such subsequent calendar month), upon at least ten (10) Business Days’ prior notice, to hold a meeting on such date and at such time as shall be mutually agreed (which may be, at the Managing Member’s option, in person or by means Member shall promptly deliver such notice and information to the manager of remote communication) between representatives Emerald Breeze Holdings; provided that the Managing Member shall comply with reasonable requests of the Class B Member Representative for such information and senior management documentation as is reasonably necessary to determine the aggregate amount of expected debt service payment obligations, and the Class B Representative shall not be in breach of this clause (i) if it has requested information and documentation from the Managing Member and the Company Managing Member has failed promptly to provide such reasonably requested information or documents; and its Controlled Subsidiaries to discuss (ii) the performanceClass A Members shall, forecasted projections, and business plan on or before the first Business Day of the Company and its Subsidiaries. The first calendar month following the commencement of the Monthly Reimbursement Period, deliver to the Managing Member written notice of the aggregate amount of expected debt service payment obligations, if any, due and the Company shall make the Company’s senior management reasonably available for payable with respect to such meeting calendar month by all such Class A Members, but only to the extent doing so would not unreasonably interfere that the amount of such debt service payments, with respect to any Class A Member, arises under a Class A Permitted Loan Financing of such Class A Member in effect as of such date (provided that, if the operations amount of such debt service payments in any subsequent calendar month is expected to differ from the Company and its Subsidiaries. Additionallyamount in such first calendar month, from and after the occurrence of a Triggering Event, as requested by the Class B Member Representative upon reasonable advance notice, and at reasonable times during usual business hours and in such a manner as not A Members shall deliver written notice to interfere unreasonably with the operation of the business of the Company or any of its Subsidiaries, the Managing Member will make employees on or before the first Business Day of such subsequent month setting forth updated information with respect to the amount of expected debt service payment obligations, if any, due and representatives payable in such subsequent calendar month), and the Managing Member shall promptly deliver such notice and information to the manager of the Company and its Controlled Subsidiaries available to answer questions regarding the performance of the business of the Company and its SubsidiariesEmerald Breeze Holdings.

Appears in 1 contract

Sources: Limited Liability Company Agreement (XPLR Infrastructure, LP)