Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 17 contracts
Sources: Amendment and Restatement Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by any applicable “know your customer” and antiRequirement of Law, (c) that is subject to attorney-money laundering rules and regulations, including client or similar privilege or constitutes attorney work product or (d) in respect of which the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(k)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents, documents (or provides a link thereto on Borrower’s thereto) at the website on address listed in Section 9.01; provided that the Internet; Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed in Section 9.01 and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender , (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available or electronically mailed to the Lenders materials and/or information an address provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information ) or (although it may be sensitive and proprietaryiv) with respect to Borrower any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect applicable Parent Company and with any Subsidiary, in each case, if any, either (x) has no registered securities exchange or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available to potential holders on the SEC website or the website of its 144A securitiesthe relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses obligations in paragraphs (a) and (b) of this Section 9.01 above5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), along as applicable, Form 10-K or 10-Q, as applicable, filed with the Credit Documents SEC, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the list information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within twelve (12) months of the relevant audit or any potential inability to satisfy any financial maintenance covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the time dates indicated and its income and cash flows for the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent periods indicated in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇conformity with GAAP). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 12 contracts
Sources: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)
Other Information. From time to timetime at reasonable intervals upon request of any authorized officer of any Lender, (x) the Company shall furnish to the Lenders such other information, substantially consistent in form and substance to information historically prepared by the Company, regarding the business, assets, financial condition or documents (financial income of the Company and its Subsidiaries as such officer may reasonably request, including copies of all tax returns and material licenses, agreements, leases and instruments to which any of the Company or otherwise) its Subsidiaries is party. The Lenders’ authorized officers and representatives shall have the right during normal business hours upon reasonable notice and at reasonable intervals to inspect the properties and to examine the books and records of the Company and its Subsidiaries and to make copies and notes therefrom for the purpose of ascertaining compliance with respect to Borrower or obtaining enforcement of this Agreement or any other Loan Document. Upon the reasonable request of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) ’s commercial finance examiners may conduct field audits of the posting of any such documents Company and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsits Subsidiaries. Borrower The Company hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower the Company hereunder (collectively, “Borrower Company Materials”) by posting Borrower the Company Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of Borrower the Company Materials that may be distributed to the Public Lenders and that (w) all such Borrower Company Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and each of the parties hereto acknowledges and agrees that any Company Material (other than that which is publicly filed with the SEC) not marked on the first page thereof with the word “PUBLIC” shall be deemed to be information not appropriate for transmission to a Public Lender and shall not be so transmitted); (x) by marking Borrower Company Materials “PUBLIC,” Borrower the Company shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger, the L/C Issuer and the Lenders to treat such Borrower Company Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Company or its their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Company Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat Borrower any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 7 contracts
Sources: Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc), Credit Agreement (Buckeye Technologies Inc)
Other Information. From time to time, (x) such Such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by applicable “know your customer” and antiRequirements of Law, (c) that is subject to attorney-money laundering rules and regulations, including client or similar privilege or constitutes attorney work product or (d) in respect of which the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(l)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s website on at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (or such other web address as may be designated by the InternetBorrower from time to time upon notice to the Administrative Agent); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (or such other web address as may be designated by the Borrower from time to time upon notice to the Administrative Agent) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks, SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) above in respect of information filed by the Lenders materials and/or information provided by Borrower or on behalf of Borrower hereunder its applicable Specified Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower relevant analogous governmental or its Affiliates, private regulatory authority or the respective securities of any of exchange. Notwithstanding the foregoing, and who may be engaged the obligations in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses paragraphs (a) and (b) of this Section 9.01 above5.01 may instead be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of any Specified Parent Company or (B) any Specified Parent Company’s Form 10-K or 10-Q, along as applicable, filed with the Credit Documents SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Specified Parent Company and (2) either (I) such Specified Parent Company (or any other Specified Parent Company that is a subsidiary of such Specified Parent Company) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Specified Parent Company’s ownership of the Borrower and its subsidiaries) or (II) there are material differences (other than with respect to stockholders’ and/or members’ equity) between the financial statements of such Specified Parent Company and its consolidated subsidiaries, on the one hand, and the list Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences (other than with respect to stockholders’ and/or members’ equity) between the information relating to such Specified Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to any Permitted Acquisition or other Investment to the contrary, extent it is not practicable to include any such adjustments in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinsuch financial statement.
Appears in 7 contracts
Sources: Second Amended and Restated First Lien Credit Agreement (Shift4 Payments, Inc.), Second Amended and Restated First Lien Credit Agreement (Shift4 Payments, Inc.), Second Amended and Restated First Lien Credit Agreement (Shift4 Payments, Inc.)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to the Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither the Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that the Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet; or (ii) on which such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting any Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of any Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower The Borrowers will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that Borrower the Borrowers shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall the Lead Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s the Borrowers’ compliance with the covenants contained herein.
Appears in 7 contracts
Sources: Revolving Credit Agreement (McGraw Hill, Inc.), Revolving Credit Agreement (McGraw Hill, Inc.), Revolving Credit Agreement (McGraw Hill, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower or any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by any applicable “know your customer” and antiRequirement of Law, (iii) that is subject to attorney-money laundering rules and regulationsclient or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, including the Patriot Act and Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the Beneficial Ownership Regulation. Notwithstanding the foregoingrequirements of this Section 5.01(k)); provided, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any lawfurther, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that the Parent Borrower or any of its Restricted Subsidiaries does not provide any certificate, report or information that otherwise would be required requested pursuant to be provided hereunder this clause (k) in reliance on the preceding proviso, the Parent Borrower shall provide notice to the Administrative Agent that such exceptioncertificate, report or information is being withheld and the Parent Borrower shall use commercially reasonable efforts to provide notice describe, to the Administrative Agent promptly upon obtaining knowledge that extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such information is being withheld (but solely if providing such notice would not violate such lawprivilege, rule as applicable, the applicable certificate, report or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)information. Documents required to be delivered pursuant to this Section 9.01 Section 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01 (as updated from time to time); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on such website on and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Parent Borrower to the Administrative Agent for posting on Borrower’s behalf of the Parent Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions the Administrative Agent); or (i.e.iv) in respect of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings, soft copiesthe Parent Borrower or any of its Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to Borrower or its Affiliates, or any financial statements of Holdings by furnishing (A) the respective securities of any applicable financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Parent Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (wor any Parent Company) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; or (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (zB) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings Parent Borrower’s (or any other direct Parent Company’s), as applicable, Form 10-K or indirect Parent Company and 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either (xwith respect to each of clauses (A) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant (which consolidating information need not be audited) that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Parent Borrower or Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ Holdings as having been fairly presented in all material respects and (ii) agrees that at to the time the Section 9.01 Financials extent such statements are in lieu of statements required to be provided hereunderunder Section 5.01(b), they such statements shall already have been, be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting another accounting firm reasonably acceptable to the Administrative Agent Agent, which report and opinion shall satisfy the applicable requirements set forth in writing that Section 5.01(b) as if the references to “Holdings” or “the Parent Borrower” (as applicable) therein were references to such materials do not constitute material non-public information within the meaning of the federal securities laws Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower (b) shall have no obligation be required to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports Permitted Acquisition or calculations with respect other Investment to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 6 contracts
Sources: First Lien Credit Agreement (Lucky Strike Entertainment Corp), First Lien Credit Agreement (Lucky Strike Entertainment Corp), First Lien Credit Agreement (Lucky Strike Entertainment Corp)
Other Information. From time to time, (x) time such additional financial or other information regarding the financial condition, results of operations, properties, assets or documents (financial or otherwise) with respect to business of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request request, and (y) information and documentation reasonably requested by to the Administrative Agent or extent the Borrower is a “legal entity customer” under the Beneficial Ownership Regulation, such certifications as to its beneficial ownership as any Lender necessary for purposes of compliance shall reasonably request to enable such Lender to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and each Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” Information (as defined below), they shall be treated as set forth in Section 13.159.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting (subject to Section 9.12) on a portion of the Platform not designated “Public Side InformationInvestor.” “Information” means all information received from the Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Subsidiaries relating to the Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders any of its securities. Borrower will not request Subsidiaries or any of their respective businesses, other than any such information that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting is available to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securitiesAgent, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Lender or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.Issuing Lender on a
Appears in 6 contracts
Sources: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by applicable “know your customer” and antiRequirements of Law, (c) that is subject to attorney-money laundering rules and regulationsclient or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(l)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks/SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are faxed to the Administrative Agent (or electronically mailed to an address provided that Borrower by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to Section 5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Each Lender shall notify be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) maintaining its copies of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of Notwithstanding the foregoing, and who may be engaged the obligations in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses paragraphs (a) and (b) of this Section 9.01 above5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) the Borrower’s, along Holdings’ (or any other Parent Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the Credit Documents SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company and there are material differences resulting from material operations or material Indebtedness of such Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the list of Disqualified Lendersinformation relating to the Borrower and its consolidated subsidiaries on a standalone basis, available to Public-▇▇▇▇▇▇ on the other hand, and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports or calculations with respect Permitted Acquisition to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 6 contracts
Sources: Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.), Credit Agreement (CCC Intelligent Solutions Holdings Inc.)
Other Information. From time to time, (x) such other Such customary additional information or documents (financial or otherwise) with respect that is readily available to the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request from time to time regarding the financial condition or business of the Borrower and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)Subsidiaries. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest to occur of the date (i) on which the Borrower (or a representative thereof) (A) posts such documents, documents or (B) provides a link thereto thereto, in each case, at the website address listed on Borrower’s website on the Internet; or Schedule 5.01 (iiwhich Schedule 5.01 may be updated from time to time), (ii)(A) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks/SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify ) or (B) on which the Administrative Agent and each Lender (by facsimile relevant documents are electronically mailed or electronic mail) of the posting of any such documents and provide otherwise transmitted to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) in a manner to which the Administrative Agent may reasonably agree or (iii) in respect of the items required to be delivered pursuant to Section 5.01(a), (b) and/or the Lead Arrangers will make (i), on which such items have been made available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “▇▇▇▇▇”). Notwithstanding the foregoing, the obligations in Section 5.01(a) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information instead be satisfied with respect to Borrower or its Affiliates, or the respective securities of any relevant information of the foregoing, Borrower by furnishing (i) the applicable financial statements or other information required by such clauses of the Borrower (or any Parent Company) or (ii) in the case of Sections 5.01(a) and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agentb), the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information Borrower’s (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at within the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available periods specified in such paragraphs and without any requirement to holders provide notice of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting such filing to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificatesLender; provided that, reports or calculations with respect to each of clauses (i) and (ii), (A) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Borrower and its subsidiaries) or (2) there are material differences (in the good faith determination of the Borrower’s compliance ) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (B) to the extent such financial statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion with respect to the covenants contained hereinfinancial statements of the applicable Parent Company of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustment in such financial statement.
Appears in 5 contracts
Sources: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with respect the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Parent Borrower or and/or any of its Restricted Subsidiaries as their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Administrative AgentParent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Parent Borrower shall (A) may reasonably request and (y) information and documentation reasonably requested by make the Administrative Agent or any Lender necessary for purposes aware of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) such confidentiality obligations (to the extent that permitted under the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall applicable confidentiality obligation) and (B) use commercially reasonable efforts to provide notice to communicate the Administrative Agent promptly upon obtaining knowledge relevant information in a way that such information is being withheld (but solely if providing such notice would does not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)confidentiality obligations. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Parent Borrower on the InternetInternet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Parent Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents on the website of the Parent Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Parent Borrower to the Administrative Agent for posting on Borrower’s behalf of the Parent Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile iii) on which executed certificates or electronic mail) of the posting of any such other documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or with the Lenders materials and/or information provided by SEC or on behalf of Borrower hereunder any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower relevant analogous governmental or its Affiliates, private regulatory authority or the respective securities of any of exchange. Notwithstanding the foregoing, and who may be engaged the obligations in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses paragraphs (a) ), and (b) of this Section 9.01 above5.01 may be satisfied with respect to any financial statements of the Parent Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, along as applicable, filed with the Credit Documents SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the list information relating to the Parent Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Parent Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports or calculations with respect Permitted Acquisition to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 5 contracts
Sources: Fourth Amendment Agreement (Ecovyst Inc.), Third Amendment Agreement (Ecovyst Inc.), Term Loan Credit Agreement (Ecovyst Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by any applicable “know your customer” and antiRequirement of Law, (iii) that is subject to attorney-money laundering rules and regulationsclient or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, including the Patriot Act and Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any requirements of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law5.01(k)); provided, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided further, that in the event that the Borrower or any of its Restricted Subsidiaries does not provide any certificate, report or information that otherwise would be required requested pursuant to be provided hereunder this clause (k) in reliance on the preceding proviso, the Borrower shall provide notice to the Administrative Agent that such exceptioncertificate, report or information is being withheld and the Borrower shall use commercially reasonable efforts to provide notice describe, to the Administrative Agent promptly upon obtaining knowledge that extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such information is being withheld (but solely if providing such notice would not violate such lawprivilege, rule as applicable, the applicable certificate, report or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)information. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01 (as updated from time to time); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on such website on and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions the Administrative Agent); or (i.e.iv) in respect of the items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings, soft copies) the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports), on which such documentsitems have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange. Borrower hereby acknowledges that Notwithstanding the foregoing, the obligations in paragraphs (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively), “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain and (h) of the Lenders (each, a “Public Lender”) this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to Borrower or its Affiliates, or any financial statements of Holdings by furnishing (A) the respective securities of any applicable financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (wor any Parent Company) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; or (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (zB) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings Borrower’s (or any other direct Parent Company’s), as applicable, Form 10-K or indirect Parent Company and 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant (which consolidating information need not be audited) that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Borrower or Holdings on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ Holdings as having been fairly presented in all material respects and (ii) agrees that at to the time the extent such statements are in lieu of statements required to be provided under Section 9.01 Financials are provided hereunder5.01(b), they such statements shall already have been, be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting another accounting firm reasonably acceptable to the Administrative Agent Agent, which report and opinion shall satisfy the applicable requirements set forth in writing that Section 5.01(b) as if the references to “Holdings” or “the Borrower” (as applicable) therein were references to such materials do not constitute material non-public information within the meaning of the federal securities laws Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower b) shall have no obligation be required to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports Permitted Acquisition or calculations with respect other Investment to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 5 contracts
Sources: First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.)
Other Information. From It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:
(i) within two (2) Business Days after a Responsible Officer of the Investment Advisor obtains actual knowledge of the occurrence and continuance of any (A) Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default), (B) Event of Default, (C) event or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect, (D) Revaluation Event, (E) receipt of notice from the agent on a Collateral Asset that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest or (F) Collateral Asset that ceases to be an Eligible Collateral Asset, a certificate of a Responsible Officer of the Investment Advisor setting forth the details thereof and the action which the Investment Advisor is taking or proposes to take with respect thereto;
(ii) from time to time, time such additional information regarding the Collateral (xincluding reasonably detailed calculations of each Coverage Test) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender the Required Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden or expense;
(iii) a Borrowing Base Calculation Statement (A) within twenty (20) days after the end of each month, (B) in connection with each Notice of Borrowing in accordance with Section 2.03(a), and (yC) information and documentation reasonably requested promptly upon request therefor by the Administrative Agent on any other date;
(iv) promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender necessary for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer,” and anti-money laundering and sanctions rules and regulations, including the Patriot Act and PATRIOT Act; and
(v) within two (2) Business Days after a Responsible Officer of the Beneficial Ownership Regulation. Notwithstanding the foregoingInvestment Advisor obtains actual knowledge thereof, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld of any settlement of, a judgment (but solely if providing such notice would not violate such lawincluding a judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, rule litigation, action, suit or regulation proceeding before any court or result governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting in any material respect the Collateral (taken as a whole), the Facility Documents, or any Secured Party’s interest in the breach of such binding contractual obligation Collateral, in each case to the extent the foregoing could reasonably be expected to have a Material Adverse Effect; provided that, notwithstanding anything to the contrary contained in this Agreement (including this Section 5.02(d)) or any other Facility Document, the loss of such professional privilege). Documents Investment Advisor shall not be required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date disclose or provide any information (i) on in respect of which Borrower posts such documentsdisclosure to any Secured Party (or any of their respective representatives or contractors) is prohibited by Applicable Laws, or provides a link thereto on Borrower’s website on the Internet; or (ii) on that is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in respect of which the Investment Advisor owes confidentiality obligations to any third party that prohibit such documents are posted on Borrower’s behalf on an Internet or intranet websitedisclosure; provided that, if anywith respect to this clause (iii), to which each Lender and the Investment Advisor shall (A) make the Administrative Agent have access aware of such confidentiality obligations (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copiesextent permitted under the applicable confidentiality obligation) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (bB) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify communicate the relevant information in a way that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all does not violate such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Informationconfidentiality obligations.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 5 contracts
Sources: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.)
Other Information. From time to time, (x) such Such other information or documents respecting the business, condition (financial or otherwise) with respect to Borrower ), operations, performance, properties or prospects of any Loan Party or any of its Restricted Subsidiaries as the Administrative Agent any Agent, or any Lender (Party through the Administrative Agent) , may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 Sections 5.03(b) or (c) or 5.03(f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed in Section 9.01; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.159.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 5 contracts
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Other Information. From time to time(i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K) and registration statements which Holdings (or any Parent Entity thereof), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements, and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required in writing from time to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)time. Documents required to be delivered pursuant to this Section 9.01 Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto thereto, on the Borrower’s website on the Internet; Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, transmitted by electronic mail to which each Lender and the Administrative Agent have access Agent; provided that: (whether a commercial, third-party website or whether sponsored A) upon written request by the Administrative Agent); provided that , the Borrower shall notify deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and each Lender (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) Notwithstanding anything contained herein, in every instance the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed required to have authorized provide paper copies of the certificates required by Section 9.1(d) to the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they . Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents or requesting delivery of the Platform designated “Public Side Information”; and (z) paper copies of such documents from the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion maintaining its copies of the Platform not designated “Public Side Informationsuch documents.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 5 contracts
Sources: Credit Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.), Incremental Agreement to Credit Agreement (Snap One Holdings Corp.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) Agent may reasonably request from time to time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries; provided, that neither Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (ya) that constitutes non-financial trade secrets or non-financial proprietary information and documentation reasonably requested by of Holdings or any of its subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower (or any of its their respective representatives) is prohibited by any applicable Requirements of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Holdings or any Restricted Subsidiaries does not provide information that otherwise would be required Subsidiary owes confidentiality obligations to be provided hereunder in reliance on such exceptionany third party (provided, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would confidentiality obligations were not violate such law, rule or regulation or result entered into in contemplation of the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(k)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Representative (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Borrowers (or their applicable subsidiary) on the InternetInternet at the website address listed on Schedule 9.01; provided, that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower Representative shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Borrowers (or their applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower Representative to the Administrative Agent for posting on Borrower’s behalf of the Borrower Representative on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile iii) on which executed certificates or electronic mail) of the posting of any such other documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) in respect of information filed by the Lenders materials and/or information provided by applicable Borrower or on behalf of Borrower hereunder its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange (eachincluding, a for the avoidance of doubt, by way of “Public Lender▇▇▇▇▇”). Notwithstanding the foregoing, the obligations in Sections 5.01(a), (b) and (h) may have personnel who do not wish to receive material non-public information instead be satisfied with respect to Borrower or its Affiliates, or any financial statements of Holdings by furnishing (A) the respective securities applicable financial statements of any Parent Company of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that Holdings or (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (zB) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings Holding’s (or any other direct Parent Company’s), as applicable, Form 10-K or indirect Parent Company and 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided, that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements or Form 10-K or Form 10-Q, as applicable, shall either (x) has certify that such Parent Company (or such other parent company) is not engaged in any material business operations and that there are no registered material differences between the information relating to such Parent Company (or publicly traded securities outstandingsuch other parent company), on the one hand, and the information relating to Holdings and its consolidated subsidiaries, on the other hand or (y) files be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its financial statements with consolidated subsidiaries, on the SEC and/or makes its financial statements available to potential holders of its 144A securitiesone hand, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list information relating to Holdings and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ Holdings as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of applicable requirements set forth in Section 5.01(b) as if the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation references to request that any material be posted “Holdings” therein were references to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinsuch Parent Company.
Appears in 4 contracts
Sources: Incremental Amendment to Credit Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Corp Inc), Incremental Amendment to Credit Agreement (Knowlton Development Parent, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Top Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Top Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Top Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by applicable “know your customer” and antiRequirements of Law, (c) that is subject to attorney-money laundering rules and regulationsclient or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Top Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(l)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Top Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Top Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Top Borrower to the Administrative Agent for posting on Borrower’s behalf of the Top Borrower on an Internet IntraLinks/SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) above in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the Lenders materials and/or information provided by SEC or on behalf of Borrower hereunder any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to Borrower or its Affiliates, or the respective securities of any financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Top Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that by furnishing (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (zA) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion applicable financial statements of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings (or any other direct Parent Company) or indirect (B) Holdings’ (or any other Parent Company and Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Top Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Top Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 4 contracts
Sources: Second Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.), Second Lien Credit Agreement (Cotiviti Holdings, Inc.)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to Borrower or condition of any of its Restricted Subsidiaries Consolidated Party as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 7.1(a) or (b) or Section 7.1(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party third‑party website or whether sponsored by the Administrative Agent); provided that . Notwithstanding anything contained herein, in every instance the Borrower shall notify be required to provide paper copies of the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender (by facsimile shall be solely responsible for requesting delivery to it or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public‑side” Lenders (i.e., Lenders that do not wish to receive material non‑public information with respect to the Borrower or its securities) (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of (x) all Borrower Materials that may are to be distributed made available to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; and (xy) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Syndication Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Notwithstanding the foregoing, the Borrower represents and warrants that it, Holdings or shall not be under any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. any Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials “PUBLIC.”
Appears in 4 contracts
Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)
Other Information. From time to timeEach Loan Party shall, (x) and shall cause its Subsidiaries to, promptly deliver such other additional information or documents (regarding the business, financial or otherwise) corporate affairs of any member of the Consolidated Group, or compliance with respect to Borrower or any the terms of its Restricted Subsidiaries the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internetinternet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower or the applicable Loan Party shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower or the applicable Loan Party shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Loan Party or Subsidiary thereof with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower Each Loan Party hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower the Loan Parties shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1510.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 4 contracts
Sources: Credit Agreement (Echo Pharma Acquisition LTD), Credit Agreement (Echo Pharma Acquisition LTD), Credit Agreement (Echo Pharma Acquisition LTD)
Other Information. From time to time, (x) such other Such customary additional information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to Borrower time regarding the financial condition or any business of Intermediate Dutch Holdings and its Restricted Subsidiaries as Subsidiaries; provided, that none of Holdings, Intermediate Dutch Holdings nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes a non-financial trade secret or non-financial proprietary information of any Person, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its their respective representatives) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, Intermediate Dutch Holdings or any Restricted Subsidiaries does Subsidiary owes confidentiality obligations to any third party (provided, such confidentiality obligations were not provide information that otherwise would be required to be provided hereunder entered into in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to contemplation of the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(j)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Representative (or a representative thereof) (A) posts such documents, documents or (B) provides a link thereto at the website address listed on Borrower’s website on the InternetSchedule 9.01 (which Schedule 9.01 may be updated from time to time); or (ii) on which such documents are posted delivered by the Borrower Representative to the Administrative Agent for posting on Borrower’s behalf of any Borrower on an Internet IntraLinks/SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify or (iii) on which the Administrative Agent and each Lender (by facsimile relevant documents are electronically mailed or electronic mail) of the posting of any such documents and provide otherwise transmitted to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) in a manner to which the Administrative Agent and/or may reasonably agree. Notwithstanding the Lead Arrangers will make available foregoing, the obligations in Section 5.01(a), 5.01(b) and 5.01(h) may instead be satisfied with respect to any relevant information of Intermediate Dutch Holdings by furnishing (i) the Lenders materials and/or applicable financial statements or other information provided required by such clauses of Holdings (or on behalf any other Parent Company) or (ii) following an IPO in the case of Borrower hereunder (collectively, “Borrower Materials”Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each), a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its AffiliatesIntermediate Dutch Holding’s, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such PersonsHoldings’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and thereof, as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at within the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available periods specified in such paragraphs and without any requirement to holders provide notice of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting such filing to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificatesLender; provided, reports or calculations that, with respect to Borrowereach of clauses (i) and (ii), (A) to the extent (x) such financial statements relate to any Parent Company and (y) either (1) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Borrower Representative in good faith and other than any operations that are attributable solely to such Parent Company’s compliance ownership of Intermediate Dutch Holdings and its subsidiaries) or (2) there are material differences (in the good faith determination of the Borrower Representative) between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and Intermediate Dutch Holdings and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to Intermediate Dutch Holdings and its consolidated subsidiaries on a consolidated stand-alone basis, on the other hand (other than any such difference relating to shareholders’ equity), and (B) to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion with respect to the covenants contained hereinfinancial statements of the applicable Parent Company of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b). No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include any acquisition accounting adjustment relating to the Transactions or any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustment in such financial statement.
Appears in 4 contracts
Sources: Credit Agreement (NIQ Global Intelligence LTD), Credit Agreement (NIQ Global Intelligence LTD), Credit Agreement (NIQ Global Intelligence LTD)
Other Information. From time to time, Such additional information (xa) such other information or documents (financial or otherwise) with respect to Borrower regarding the business operations of any Loan Party or any of its Restricted Subsidiaries Subsidiary as the Administrative Agent may from time to time on its own behalf or any Lender (through on behalf of the Administrative Agent) may Required Lenders reasonably request and (yb) information and documentation as may be reasonably requested by the Administrative Agent or any Lender necessary through the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 6.01 or Section 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or any Qualified Reporting Subsidiary or Parent Entity) posts such documents, or provides a link thereto thereto, on the Borrower’s (or any Qualified Reporting Subsidiary’s or Parent Entity’s) website on the Internet; , or (ii) on which such documents are posted on the Borrower’s behalf on an Internet Syndtrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower . Each Lender shall notify be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to the Borrower or its AffiliatesSubsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of (i) all Borrower Materials that may are to be distributed made available to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger and the Lenders to treat such Borrower Materials as not containing any material nononly Public-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws Side Information (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information”; and (ziv) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Public-Side Information.” Borrower represents and warrants that itFor the avoidance of doubt, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they foregoing shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting subject to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning provisions of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinSection 11.08.
Appears in 4 contracts
Sources: First Incremental Facility Amendment (Hornbeck Offshore Services, Inc.), Credit Agreement (Helix Energy Solutions Group Inc), Credit Agreement (Hornbeck Offshore Services Inc /La)
Other Information. From Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, such other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as required under the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and Patriot Act, (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that the provision thereof nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any lawthird party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, rule or regulation or result in all events, so long as such confidentiality agreement does not relate to information regarding the breach financial affairs of any binding contractual obligation Group Member or the loss compliance with the terms of any professional Loan Document) or waive any attorney-client or similar privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party or the date on which the Borrower has posted such documents on its own website or whether sponsored by the Administrative Agent); provided that Borrower shall notify to which each Lender and the Administrative Agent have access and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsposting. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” whichNotwithstanding anything contained herein, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized reasonable written request of the Administrative Agent, the Lead Arrangers and the Lenders Borrower shall thereafter promptly be required to treat such Borrower Materials as not containing provide paper copies of any material non-public information (although it may documents required to be sensitive and proprietary) with respect delivered pursuant to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they Section 5.01. Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents or requesting delivery of the Platform designated “Public Side Information”; and (z) paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the Lead Arrangers delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting due on a portion of the Platform not designated “Public Side Informationnext succeeding Business Day.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 4 contracts
Sources: Amendment Agreement (Jamf Holding Corp.), Credit Agreement (Jamf Holding Corp.), Credit Agreement (Juno Topco, Inc.)
Other Information. From Such other data and information as from time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as time may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested or by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)Required Lenders. Documents required to be delivered pursuant to this Section 9.01 7.01(a), Section 7.01(b) or Section 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower the Company posts such documents, or provides a link thereto on Borrowerthe Company’s website on the InternetInternet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Borrowerthe Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower that: the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of Borrower the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC,” Borrower shall (or by expressly authorizing their posting as such in writing), will the Company be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Company or its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no Obligation to ▇▇▇▇ any Borrower represents and warrants Materials “PUBLIC.” Notwithstanding anything to the contrary in this Section 7.01, (a) neither the Company nor its Subsidiaries will be required to make any disclosure to any Creditor Party that it, Holdings (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other direct than the Borrowers or indirect Parent Company and any Subsidiary, of their Subsidiaries or Affiliates) (the prohibition contained in each case, if any, either (x) has no registered or publicly traded securities outstandingwhich was not entered into in contemplation of this provision), or (yii) files its financial statements with is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the SEC and/or makes its financial statements available to potential holders case of Section 7.01(h) only, creates an unreasonably excessive expense or burden on the Company or any of its 144A securities, and, accordingly, Borrower hereby Subsidiaries to produce or otherwise disclose; and (ib)(i) authorizes in the event that the Company delivers (or posts) to the Administrative Agent to make financial statements and other information provided pursuant to clauses an Annual Report for the Company on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations 7.01 with respect to Borrower’s compliance with such Fiscal Quarter to the covenants extent that it contains the information required by such paragraph (b); in each case to the extent that information contained hereinin such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as the case may be.
Appears in 4 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Other Information. From Promptly, from time to time, and upon the reasonable written request of the Administrative Agent, other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including (w) information required under the Patriot Act, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and an updated Beneficial Ownership Certification, (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent available to the Borrower, any material agreements, documents or instruments pursuant to which any Permitted Acquisition is to be consummated and (z) to the extent available to the Borrower, any quality of earnings report prepared in connection with any Permitted Acquisition and any financial statements of the Person to be acquired); provided that the provision thereof nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any lawthird party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, rule or regulation or result in all events, so long as such confidentiality agreement does not relate to information regarding the breach financial affairs of any binding contractual obligation Group Member or the loss compliance with the terms of any professional Loan Document) or waive any attorney-client or similar privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party or the date on which the Borrower has posted such documents on its own website or whether sponsored by the Administrative Agent); provided that Borrower shall notify to which each Lender and the Administrative Agent have access and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsposting. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” whichNotwithstanding anything contained herein, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized reasonable written request of the Administrative Agent, the Lead Arrangers and the Lenders Borrower shall thereafter promptly be required to treat such Borrower Materials as not containing provide paper copies of any material non-public information (although it may documents required to be sensitive and proprietary) with respect delivered pursuant to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they Section 5.01. Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents or requesting delivery of the Platform designated “Public Side Information”; and (z) paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the Lead Arrangers delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting due on a portion of the Platform not designated “Public Side Informationnext succeeding Business Day.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 4 contracts
Sources: Assumption Agreement and Amendment No. 2 (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC), Assumption Agreement and Amendment No. 1 (iCIMS Holding LLC)
Other Information. From time to time, Promptly (xi) such other additional information or documents (regarding the business, legal, financial or otherwise) with respect to Borrower corporate affairs of any Loan Party or any of its Restricted Subsidiaries Subsidiary thereof as the Administrative Agent or any Lender (through the Administrative AgentAgent may from time to time reasonably request. Notwithstanding anything to the contrary in this Section 6.02, none of the Borrower Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) may reasonably request and that constitutes non-financial trade secrets or non-financial proprietary information, (yii) information and documentation reasonably requested by in respect of which disclosure to the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j(or their respective representatives or contractors) to the extent that the provision thereof would violate any law, rule is prohibited by Law or regulation or result in the breach of any binding contractual obligation agreement (provided such binding agreement was not entered into in contemplation of the requirements of this clause (d)) or the loss of any professional privilege(iii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided that in the event that the Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exceptionthis sentence, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice to the extent the Borrower is able to do so without violating the applicable obligation or waiving privilege and the Loan Parties shall use their commercially reasonable efforts to communicate the applicable information in a way that would not violate such law, rule the applicable obligation or regulation or result in the breach risk waiver of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 6.01(a), (b), or (c) or Section 6.02(b), (c) or (d) (or to the extent any such documents are included in materials (including any forecast or forward-looking statements in lieu of the budget in Section 6.01(c)) otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet the Platform or another relevant internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the . The Administrative Agent shall have no responsibility to monitor compliance by the Borrower, and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such shall be solely responsible for timely accessing posted documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency, SyndTrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish only to receive information that (i) is publicly available, (ii) is not material non-public information with respect to the Borrower Parties or their respective securities for purposes of applicable foreign, United States federal and state securities laws with respect to the Borrower or its AffiliatesSubsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-market related activities with respect to such Persons’ securitiessecurities or (iii) constitutes information of a type that would be publicly available if the Borrower Parties were public reporting companies (as determined by the Borrower in good faith) (such information, “Public Side Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such the Borrower Materials shall be clearly and conspicuously marked “PUBLIC SIDE” or “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC SIDE” or “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC SIDE” or “PUBLIC,” ”, the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Agent and the Lenders to treat such the Borrower Materials as not only containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws Public Side Information (provided, however, that to the extent such the Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1510.08); (y) all Borrower Materials marked “PUBLIC SIDE” or “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC SIDE” or “PUBLIC” as being shall be deemed to contain material non-public information (within the meaning of United States federal and state securities laws) and shall not be suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇)”. Notwithstanding anything herein to the contrary, in no event financial statements delivered pursuant to Sections 6.01(a) and (b) and Compliance Certificates delivered pursuant to Section 6.02(a) shall Borrower request that be deemed to be suitable for posting on a portion of the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPlatform designated “Public Side Information”.
Appears in 4 contracts
Sources: Credit Agreement (Irobot Corp), Credit Agreement (Irobot Corp), Credit Agreement (Irobot Corp)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1513.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 4 contracts
Sources: Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp)
Other Information. From time to time(i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and special reports (including on Form 10-K, 10-Q or 8-K) and registration statements which Holdings (or any Parent Entity), the Borrower or any Restricted Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent on its own behalf or on behalf of any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required in writing from time to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)time. Documents required to be delivered pursuant to this Section 9.01 Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto thereto, on the Borrower’s website on the Internet; Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, transmitted by electronic mail to which each Lender and the Administrative Agent have access Agent; provided that: (whether a commercial, third-party website or whether sponsored A) upon written request by the Administrative Agent); provided that , the Borrower shall notify deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and each Lender (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) Notwithstanding anything contained herein, in every instance the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed required to have authorized provide paper copies of the certificates required by Section 9.1(d) to the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they . Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents or requesting delivery of the Platform designated “Public Side Information”; and (z) paper copies of such documents from the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion maintaining its copies of the Platform not designated “Public Side Informationsuch documents.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 4 contracts
Sources: Incremental Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.), Second Lien Credit Agreement (Grocery Outlet Holding Corp.)
Other Information. From It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:
(i) within three (3) Business Days after a Responsible Officer of the Collateral Manager obtains actual knowledge of the occurrence and continuance of any (A) Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default), (B) Event of Default, (C) Potential Collateral Manager Event of Default, (D) Collateral Manager Event of Default, (E) event or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect, (F) Revaluation Event, (G) receipt of notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest or (H) Collateral Loan that ceases to be an Eligible Collateral Loan, a certificate of a Responsible Officer of the Collateral Manager setting forth the details thereof and the action which the Collateral Manager is taking or proposes to take with respect thereto;
(ii) from time to time, time such additional information regarding the Collateral (xincluding reasonably detailed calculations of each Coverage Test and the Collateral Quality Test) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender the Majority Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden or expense;
(iii) a Borrowing Base Calculation Statement on (A) each date on which the Collateral Manager sells or substitutes (or commits to sell or substitute, as the case may be) any Collateral Loan and (yB) information and documentation reasonably requested within three Business Days following the date on which the Collateral Manager obtains knowledge of any Revaluation Event to a Collateral Loan;
(iv) promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender necessary for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer,” and anti-money laundering and sanctions rules and regulations, including the Patriot Act and PATRIOT Act; and
(v) within three (3) Business Days after a Responsible Officer of the Beneficial Ownership Regulation. Notwithstanding the foregoingCollateral Manager obtains actual knowledge thereof, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions settlement of, material judgment (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, including a “Public Lender”) may have personnel who do not wish to receive material non-public information judgment with respect to Borrower the liability phase of a bifurcated trial) in or its Affiliatescommencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting in any material respect the Collateral (taken as a whole), the Facility Documents, or any Secured Party’s interest in the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationCollateral.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 4 contracts
Sources: Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund), Credit Agreement (HPS Corporate Lending Fund)
Other Information. From time to time, (x) time such additional financial or other information regarding the financial condition, results of operations, properties, assets or documents (financial or otherwise) with respect to business of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request request, and (y) information and documentation reasonably requested by to the Administrative Agent or extent the Borrower is a “legal entity customer” under the Beneficial Ownership Regulation, such certifications as to its beneficial ownership as any Lender necessary for purposes of compliance shall reasonably request to enable such Lender to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and each Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.Materials
Appears in 4 contracts
Sources: Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/), Revolving Credit Agreement (Louisville Gas & Electric Co /Ky/)
Other Information. From It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:
(i) within two (2) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default, (B) Event of Default, (C) Potential Servicer Removal Event, (D) Servicer Removal Event, (E) event or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect, (F) Revaluation Event, (G) receipt of notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest or (H) Collateral Loan that ceases to be an Eligible Collateral Loan, a certificate of a Responsible Officer setting forth the details thereof and the action which the Servicer is taking or proposes to take with respect thereto;
(ii) from time to time, time such additional information regarding the Collateral (xincluding reasonably detailed calculations of each Coverage Test) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender the Required Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden or expense;
(iii) a Borrowing Base Calculation Statement on (A) each date on which the Servicer sells or substitutes (or commits to sell or substitute, as the case may be) any Collateral Loan and (yB) information and documentation reasonably requested the date on which the Servicer obtains knowledge of any Material Modification or Revaluation Event to a Collateral Loan or that a Collateral Loan has become a Defaulted Collateral Loan;
(iv) promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender necessary for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer,” and anti-money laundering and sanctions rules and regulations, including the Patriot Act and PATRIOT Act; and
(v) within two (2) Business Days after a Responsible Officer of the Beneficial Ownership Regulation. Notwithstanding the foregoingServicer obtains actual knowledge thereof, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions settlement of, material judgment (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, including a “Public Lender”) may have personnel who do not wish to receive material non-public information judgment with respect to Borrower the liability phase of a bifurcated trial) in or its Affiliatescommencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting the in any material respect the Collateral (taken as a whole), the Facility Documents, or any Secured Party’s interest in the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationCollateral.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (Blackstone Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund), Revolving Credit and Security Agreement (Blackstone / GSO Secured Lending Fund)
Other Information. From Promptly, from time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any and upon the reasonable written request of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation , other reasonably requested by information of the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” Group Members regarding the operations, business affairs and anti-money laundering rules and regulations, financial condition (including information required under the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to Act); provided that nothing in this Section 9.01(j5.01(e) shall require any Group Member to the extent take any action that the provision thereof would violate any lawthird party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, rule or regulation or result in all events, so long as such confidentiality agreement does not relate to information regarding the breach financial affairs of any binding contractual obligation Group Member or the loss compliance with the terms of any professional Loan Document) or waive any attorney-client or similar privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party or the date on which the Borrower has posted such documents on its own website or whether sponsored by the Administrative Agent); provided that Borrower shall notify to which each Lender and the Administrative Agent have access and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsposting. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” whichNotwithstanding anything contained herein, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized reasonable written request of the Administrative Agent, the Lead Arrangers and the Lenders Borrower shall thereafter promptly be required to treat such Borrower Materials as not containing provide paper copies of any material non-public information (although it may documents required to be sensitive and proprietary) with respect delivered pursuant to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they Section 5.01. Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents or requesting delivery of the Platform designated “Public Side Information”; and (z) paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the Lead Arrangers delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting due on a portion of the Platform not designated “Public Side Informationnext succeeding Business Day.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 3 contracts
Sources: Credit Agreement (Dragoneer Growth Opportunities Corp. II), Credit Agreement (Ping Identity Holding Corp.), Credit Agreement (Roaring Fork Holding, Inc.)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (xi) has no registered or publicly traded securities outstanding, or (yii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower The Borrowers will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that Borrower the Borrowers shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Lead Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s the Borrowers’ compliance with the covenants contained herein.
Appears in 3 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to Borrower or any condition of its Restricted the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed in Section 11.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) deliver paper copies of the posting of any such documents and provide to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by electronic mail electronic versions (i.e.the Administrative Agent or such Lender. Except for such Officer’s Compliance Certificates, soft copies) the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 3 contracts
Sources: Term Loan Agreement (DCP Midstream Partners, LP), Term Loan Agreement (DCP Midstream Partners, LP), Term Loan Agreement (DCP Midstream Partners, LP)
Other Information. From time to time, (x) such Such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Administrative Borrower and its Restricted Subsidiaries; provided, however, that neither the Administrative Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of the Administrative Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives) is prohibited by any applicable Requirement of Law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(j)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Administrative Borrower (or a representative thereof) posts such documents, documents (or provides a link thereto thereto) at the website address listed on Borrower’s Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(i) above, the Administrative Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Administrative Borrower to the Administrative Agent for posting on Borrower’s behalf of the Administrative Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available or electronically mailed to the Lenders materials and/or information an address provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information ); or (although it may be sensitive and proprietaryiv) with respect to any item required to be delivered pursuant to Section 5.01(i) above in respect of information filed by the Administrative Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect applicable Parent Company and with any Subsidiary, in each case, if any, either (x) has no registered securities exchange or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities, on which such items have been made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities exchange (including, for the avoidance of doubt, by way of “▇▇▇▇▇”). Notwithstanding the foregoing, the obligations in paragraphs (a), (b) and (g) of this Section 5.01 may instead be satisfied with respect to any financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make Borrower by furnishing (A) the applicable financial statements and other information provided pursuant to clauses of any Parent Company or (B) in the case of paragraphs (a) and (b) of this Section 9.01 above5.01, along the Form 10-K or 10-Q, as applicable, of the Administrative Borrower or any Parent Company filed with the Credit Documents SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, with respect to each of clauses (A) and (B), (i) to the extent (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Administrative Borrower in good faith and other than any operations that are attributable solely to such Parent Company’s ownership of the Administrative Borrower and its subsidiaries) or (II) there are material differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the list Administrative Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Administrative Borrower and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Administrative Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(b) as if the references to “the Administrative Agent in writing that Borrower” therein were references to such materials do not constitute material non-public information within the meaning of the federal securities laws Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower b) shall have no obligation be required to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports Permitted Acquisition or calculations with respect other Investment to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 3 contracts
Sources: Credit Agreement (Syneos Health, Inc.), Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Other Information. From time to timePromptly upon reasonable request, (x) such other information or documents (financial or otherwise) with respect to the Administrative Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request request; provided, that the Administrative Borrower and (y) its Subsidiaries shall not be required to disclose any information and documentation reasonably requested by to the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent it is subject to confidentiality agreements (to the extent such confidentiality agreement was not created in contemplation of such Credit Party’s or Subsidiary’s obligations under this Section 8.01(k)) or attorney/client privilege or to the extent such disclosure is prohibited by applicable law; provided, in each case, that each of the provision thereof would violate any law, rule Borrowers shall have notified the Administrative Agent that such document or regulation or result in information is being withheld on the breach basis of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be foregoing. Financial statements required to be provided hereunder delivered pursuant to Sections 8.01(a) and (b) and information required to be delivered pursuant to Section 8.01(g) (in reliance on each case, to the extent such exception, Borrower financial statements or information are included in materials otherwise filed with the SEC) shall use commercially reasonable efforts be deemed to provide notice have been delivered to the Administrative Agent promptly upon obtaining knowledge that on the date on which such information has been posted on the Administrative Borrower’s website on the Internet at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ (or such other website identified by the Administrative Borrower to the Administrative Agent) or is being withheld available via the ▇▇▇▇▇ system of the SEC on the Internet (but solely to the extent such information has been posted or is available as described in such notice); provided, that in each case the Administrative Borrower shall (x) notify the Administrative Agent of the posting of any such documents and (y) notwithstanding the immediately subsequent sentence, deliver paper copies of any such documents to the Administrative Agent if providing the Administrative Agent or any Lender requests the Administrative Borrower to furnish such paper copies until written notice would not violate to cease delivering such law, rule or regulation or result in paper copies is given by the breach of such binding contractual obligation or the loss of such professional privilege)Administrative Agent. Documents Information required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered8.01 (including, shall be deemed to have been delivered on the date (i) on which Borrower posts such documentsbut not limited to, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b)) of may also be delivered by electronic communication pursuant to procedures permitted by this Agreement. Notwithstanding anything to the contrary contained in this Section 9.01 above8.01, along with the Credit Documents and the list of Disqualified Lenders, available Administrative Borrower shall not be required to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting deliver to the Administrative Agent or any Lender any information subject to confidentiality agreements (to the extent such confidentiality agreement was not created in writing contemplation of such Credit Party’s or Subsidiary’s obligations under this Section 8.01), attorney/client work privilege or to the extent such disclosure is prohibited by applicable law; provided, in each case, that such materials do not constitute material non-public information within the meaning each of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower Borrowers shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that notified the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets that such document or any certificates, reports or calculations with respect to Borrower’s compliance with information is being withheld on the covenants contained hereinbasis of the foregoing.
Appears in 3 contracts
Sources: Credit Agreement (Urban One, Inc.), Credit Agreement (Urban One, Inc.), Credit Agreement (Urban One, Inc.)
Other Information. From It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:
(i) within three (3) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default), (B) Event of Default, (C) event or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect, (D) Revaluation Event, (E) receipt of notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest or (F) Collateral Loan that ceases to be an Eligible Collateral Loan, a certificate of a Responsible Officer of the Servicer setting forth the details thereof and the action which the Servicer is taking or proposes to take with respect thereto;
(ii) from time to time, time such additional information regarding the Collateral (xincluding reasonably detailed calculations of the Minimum OC Coverage Test and the Collateral Quality Test) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender the Required Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden or expense;
(iii) a Borrowing Base Calculation Statement (A) within twenty (20) days after the end of each month, (B) on any date on which the Borrower submits a Notice of Borrowing and (yC) information and documentation reasonably requested promptly upon request therefor by the Administrative Agent on any other date;
(iv) promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender necessary for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer,” and anti-money laundering and sanctions rules and regulations, including the Patriot Act and PATRIOT Act; and
(v) within two (2) Business Days after a Responsible Officer of the Beneficial Ownership Regulation. Notwithstanding the foregoingServicer obtains actual knowledge thereof, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (eachsettlement of, a “Public Lender”) may have personnel who do not wish to receive material non-public information judgment (including a judgment with respect to Borrower the liability phase of a bifurcated trial) in or its Affiliatescommencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting in any material respect the Collateral (taken as a whole), the Facility Documents, or any Secured Party’s interest in the respective securities of any of the foregoingCollateral, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that each case except to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through the foregoing does not and would not have a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationMaterial Adverse Effect.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (KKR FS Income Trust Select), Revolving Credit and Security Agreement (KKR FS Income Trust Select), Revolving Credit and Security Agreement (KKR FS Income Trust Select)
Other Information. From time to time, (x) such Such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent (acting at the direction of the Required Lenders) may reasonably request from time to time regarding the financial condition or business of the Borrower and/or its Subsidiaries; provided, however, that none of the Borrower nor any of its Subsidiaries shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and/or any of its Subsidiaries or any of its Restricted Subsidiaries as their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by applicable “know your customer” and antiRequirements of Law, (iii) that is subject to attorney-money laundering rules and regulations, including client or similar privilege or constitutes attorney work product or (iv) in respect of which the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor or any of its Restricted Subsidiaries will be required owes confidentiality obligations to provide any information pursuant to third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 9.01(j) to the extent that the provision thereof would violate any law5.01(l)); provided, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided further, that in the event that the Borrower or and/or any of its Restricted Subsidiaries does not provide any such information that otherwise would be required to be provided hereunder in reliance on such exceptionthis clause, the Borrower shall use commercially reasonable efforts to provide notice communicate to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing and shall use commercially reasonable efforts to provide, to the extent both feasible and permitted under applicable Requirements of Law or confidentiality obligation, and without waiving such notice would not violate privilege, as applicable, such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)information. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01(b); provided, that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01(b) and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks/SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which such documents are electronically mailed to an address provided that Borrower shall notify by the Administrative Agent and each Lender Agent; or (by facsimile or electronic mailiv) in respect of the posting of items required to be delivered pursuant to Section 5.01(k) above with respect to information filed by the Borrower or its applicable Parent Company with any such documents securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copiesForm 10-K reports described in Sections 5.01(a) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information instead be satisfied with respect to Borrower or its Affiliates, or the respective securities of any financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that by furnishing (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (zA) the Administrative Agent and applicable financial statements of, or, in the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” case of Section 5.01(h), information regarding, any Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as being suitable only for posting on a portion of applicable, filed with the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings SEC or any other direct or indirect Parent Company and any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided, either that, with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a Subsidiary of such Parent Company) has any material third party Indebtedness and/or material operations (as determined by the Borrower in good faith and other information provided pursuant than any operations that are attributable solely to clauses such Parent Company’s ownership of the Borrower and its Subsidiaries) or (aII) there are material differences between the financial statements of such Parent Company and (b) of this Section 9.01 aboveits consolidated Subsidiaries, along with on the Credit Documents one hand, and the list Borrower and its consolidated Subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated Subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated Subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of a “Big Four” accounting firm or another independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to any Permitted Acquisition or other similar Investment to the contrary, extent it is not practicable to include any such adjustments in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinsuch financial statement.
Appears in 3 contracts
Sources: Credit Agreement (SOLV Energy, Inc.), Credit Agreement (SOLV Energy, Inc.), Credit Agreement (SOLV Energy, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with respect the financial condition or business of Holdings and its Restricted Subsidiaries, provided, however, that none of Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, any Borrower or and/or any of its Restricted Subsidiaries as their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Administrative AgentLead Borrower shall (A) may reasonably request and (y) information and documentation reasonably requested by make the Administrative Agent or any Lender necessary for purposes aware of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) such confidentiality obligations (to the extent that permitted under the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall applicable confidentiality obligation) and (B) use commercially reasonable efforts to provide notice to communicate the Administrative Agent promptly upon obtaining knowledge relevant information in a way that such information is being withheld (but solely if providing such notice would does not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)confidentiality obligations. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Lead Borrower on the InternetInternet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Lead Borrower to the Administrative Agent for posting on Borrower’s behalf of the Lead Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile iii) on which executed certificates or electronic mail) of the posting of any such other documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the Lenders materials and/or information provided by SEC or on behalf of Borrower hereunder any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to Borrower or its Affiliates, or the respective securities of any financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that by furnishing (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (zA) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion applicable financial statements of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings (or any other direct Parent Company) or indirect (B) Holdings’ (or any other Parent Company and Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Lead Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports or calculations with respect Permitted Acquisition to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 3 contracts
Sources: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hillman Companies Inc)
Other Information. From time to time, (x) such Such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may shall reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required from time to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)time. Documents required to be delivered pursuant to this Section 9.01 7.2(c) hereunder or that are otherwise required to be filed with the SEC and are subject to electronic filing with the SEC may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address specified pursuant to Section 11.2; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers BAS will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15)laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 3 contracts
Sources: Revolving Credit Agreement (Centro NP LLC), Revolving Credit Agreement (Centro NP LLC), Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers Arranger will make available to the Lenders materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (xi) has no registered or publicly traded securities outstanding, or (yii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders▇▇▇▇▇▇▇, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower The Borrowers will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that Borrower the Borrowers shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Lead Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s the Borrowers’ compliance with the covenants contained herein.
Appears in 3 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with respect the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or and/or any of its Restricted Subsidiaries as their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Administrative AgentBorrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Borrower shall (A) may reasonably request and (y) information and documentation reasonably requested by make the Administrative Agent or any Lender necessary for purposes aware of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) such confidentiality obligations (to the extent that permitted under the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall applicable confidentiality obligation) and (B) use commercially reasonable efforts to provide notice to communicate the Administrative Agent promptly upon obtaining knowledge relevant information in a way that such information is being withheld (but solely if providing such notice would does not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)confidentiality obligations. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Borrower on the InternetInternet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile iii) on which executed certificates or electronic mail) of the posting of any such other documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the Lenders materials and/or information provided by SEC or on behalf of Borrower hereunder any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to Borrower or its Affiliates, or the respective securities of any financial statements of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that by furnishing (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (zA) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion applicable financial statements of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings (or any other direct Parent Company) or indirect (B) Holdings’ (or any other Parent Company and Company’s), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports or calculations with respect Permitted Acquisition to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 3 contracts
Sources: Second Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.), Credit Agreement (Hillman Companies Inc)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to Borrower or any condition of its Restricted the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed in Section 11.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) deliver paper copies of the posting of any such documents and provide to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by electronic mail electronic versions (i.e.the Administrative Agent or such Lender. Except for such Officer’s Compliance Certificates, soft copies) the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 3 contracts
Sources: Credit Agreement (DCP Midstream, LP), Credit Agreement (DCP Midstream Partners, LP), Credit Agreement (DCP Midstream Partners, LP)
Other Information. From time to time, (x) such other Such additional information or documents (financial or otherwise) with respect to Borrower regarding the business operations of any Loan Party or any of its Material Subsidiary that is a Restricted Subsidiaries Subsidiary as the Administrative Agent may from time to time on its own behalf or any Lender (through on behalf of the Administrative Agent) may Required Lenders reasonably request and (y) request, including information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 6.01 or Section 6.02 (other than Section 6.02(a)) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto thereto, on the Borrower’s website on the Internet; Internet at the website addresses listed on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent, the Borrower shall notify deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and each Lender (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to the Borrower or its AffiliatesSubsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of (i) all Borrower Materials that may are to be distributed made available to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material nononly Public-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws Side Information (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information”; and (ziv) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Public-Side Information.” Borrower represents and warrants that itFor the avoidance of doubt, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they foregoing shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting subject to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning provisions of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinSection 11.08.
Appears in 3 contracts
Sources: First Lien Credit Agreement (Mister Car Wash, Inc.), First Lien Credit Agreement (Mister Car Wash, Inc.), First Lien Credit Agreement (Mister Car Wash, Inc.)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower Holdings or any of its the Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower Holdings nor any of its the Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower Holdings or any of its the Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower Holdings shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holdings’, the Borrower’s or a Parent Company’s website on the Internet; or (ii) on which such documents are posted on Holdings’ or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and or the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower (x) Holdings shall deliver paper copies of such documents to the Administrative Agent for distribution to the requesting Lender upon reasonable request to Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (y) Holdings shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) , which the Administrative Agent and/or the Lead Arrangers will make available shall provide to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain each of the Lenders (each, a “Public Lender”) may Lenders. The Administrative Agent shall have personnel who do not wish no obligation to receive material non-public information with respect request the delivery of or to Borrower or its Affiliates, or the respective securities of any maintain paper copies of the foregoingdocuments referred to above, and who may be engaged in investment any event shall have no responsibility to monitor compliance by Holdings with any such request by a Lender for delivery, and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials each Lender shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed solely responsible for requesting delivery to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat it or maintaining its copies of such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower documents. Holdings represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (xi) has no registered or publicly traded securities outstanding, or (yii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower Holdings hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders▇▇▇▇▇▇▇, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower Holdings will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ Holdings has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower Holdings shall have no obligation to request that any material be posted to Public-Public‑▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower Holdings request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s Holdings’ compliance with the covenants contained herein.
Appears in 3 contracts
Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request from time to time in connection with the financial condition or business of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers and (y) their Restricted Subsidiaries, including information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and requirements under the USA PATRIOT Act or other applicable anti-money laundering rules and regulationslaws; provided, including however, that none of Holdings, Intermediate Holdings, CP Holdings LLC, the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower Borrowers nor any of its Restricted Subsidiaries will Subsidiary shall be required to disclose or provide any information pursuant (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers or any of their subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to Agent or any Lender (or any of their respective representatives) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, Intermediate Holdings, CP Holdings LLC, the Borrowers or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of the requirements of this Section 9.01(j) 5.1(m)); provided, further to the extent that the provision thereof would violate any lawcertificates, rule reports or regulation other information are withheld or result in the breach of any binding contractual obligation or the loss of any professional privilege; otherwise not provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on any of the foregoing clauses (i) through (iv), Holdings will provide notice to Agent that such exception, Borrower information is being withheld and Holdings shall use commercially reasonable efforts to provide notice obtain the relevant consents under such obligations of confidentiality to permit the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach provision of such binding contractual obligation or the loss of such professional privilege)information. Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower Holdings hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers Arranger will make available to the Lenders materials and/or information provided by or on behalf of Borrower Holdings hereunder (collectively, “Borrower Holdings Materials”) by posting Borrower the Holdings Materials on IntraLinks, SyndTrak or a substantially similar secure electronic system (the Platform “Platform”) and (b) certain of the Public Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information MNPI with respect to Borrower or the Holdings and its AffiliatesRestricted Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to any such Persons’ securities. Borrower Holdings hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower the Holdings Materials that may be distributed to the Public Lenders and that (w) all such Borrower Holdings Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Holdings Materials “PUBLIC,” Borrower Holdings shall be deemed to have authorized the Administrative Agent, Lead Arranger, the Lead Arrangers Issuing Banks and the Lenders to treat such Borrower Holdings Materials as not containing any material non-public information MNPI (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Holdings Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1517.9); (y) all Borrower Holdings Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat Borrower any Holdings Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that itNotwithstanding the foregoing, Holdings or shall not be under any other direct or indirect Parent Company obligation to ▇▇▇▇ any Holdings Materials “PUBLIC.” Holdings agrees that (i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 5.1 and (iii) any SubsidiaryCompliance Certificates (excluding any annual budget required to be delivered pursuant to Section 5.1(h) to the extent attached to any Compliance Certificate) delivered pursuant to Section 5.1(c) will, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements be deemed to be “public-side” Holdings Materials and may be made available to potential holders Lenders; provided, however, that to the extent Holdings believes in good faith that any Compliance Certificate (excluding any annual budget) contains MNPI, and Holdings so advises Agent in writing at the time of its 144A securitiesdelivery of such Compliance Certificate, andsuch Compliance Certificate shall not be deemed to be “public-side” Holdings Materials, accordinglybut Holdings shall promptly provide Agent with a version of such Compliance Certificate that redacts any portions thereof that contain MNPI so that such redacted version may be “public-side” Holdings Materials. Notwithstanding the foregoing, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to obligations in clauses (a), (b) and (bd) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material 5.1 may be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations satisfied with respect to Borrower’s compliance financial information of Holdings and its Subsidiaries by furnishing Holdings’ Form 10-K or 10-Q, as applicable, filed with the covenants contained hereinSecurities Exchange Commission.
Appears in 3 contracts
Sources: Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.), Credit Agreement (Concrete Pumping Holdings, Inc.)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower Holdings or any of its the Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower Holdings nor any of its the Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower Holdings or any of its the Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower Holdings shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings or the Borrower posts such documents, or provides a link thereto on Holdings’, the Borrower’s or a Parent Company’s website on the Internet; or (ii) on which such documents are posted on Holdings’ or the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and or the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower (x) Holdings shall deliver paper copies of such documents to the Administrative Agent for distribution to the requesting Lender upon reasonable request to Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and (y) Holdings shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) , which the Administrative Agent and/or the Lead Arrangers will make available shall provide to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain each of the Lenders (each, a “Public Lender”) may Lenders. The Administrative Agent shall have personnel who do not wish no obligation to receive material non-public information with respect request the delivery of or to Borrower or its Affiliates, or the respective securities of any maintain paper copies of the foregoingdocuments referred to above, and who may be engaged in investment any event shall have no responsibility to monitor compliance by Holdings with any such request by a Lender for delivery, and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials each Lender shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed solely responsible for requesting delivery to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat it or maintaining its copies of such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower documents. Holdings represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (xi) has no registered or publicly traded securities outstanding, or (yii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower Holdings hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower Holdings will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ Holdings has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower Holdings shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower Holdings request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s Holdings’ compliance with the covenants contained herein.
Appears in 3 contracts
Sources: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to condition of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) Required Lenders may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed on Schedule 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, Syndtrak, IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify so long as the Borrower is the issuer of any outstanding debt or equity securities that portion are registered under the Securities Exchange Act of Borrower Materials that may be distributed to the Public Lenders and that 1934 and/or publicly traded on a registered securities exchange or in a generally accepted over-the-counter market, or is actively contemplating issuing any such securities, (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws Securities Laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15)10.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, the Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has shall be under no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securitiesany Borrower Materials “PUBLIC”. Borrower will not request that Notwithstanding any other material provision contained herein, nothing in this paragraph shall be posted deemed to Public-▇▇▇▇▇▇ without expressly representing and warranting authorize or otherwise encourage any Lender to effect any transaction in the Administrative Agent Borrower’s publicly traded securities while in writing that such materials do not constitute material possession of any information of a non-public information within nature that is included in any Borrower Materials designated as “PUBLIC” in the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPlatform.
Appears in 2 contracts
Sources: Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc)
Other Information. From time to timetime (i) promptly following any request therefor, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and requirements under the Act, the Beneficial Ownership Regulation or other applicable anti-money laundering rules laws and regulations, (ii) such other information concerning the Company and its Subsidiaries (including the Patriot Act material financial and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) management reports submitted to the extent that Company by independent auditors in connection with each annual or interim audit made by such auditors of the provision thereof would violate any law, rule or regulation or result in books of the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to Company) as the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in any Lender through the breach of such binding contractual obligation or the loss of such professional privilege)Administrative Agent may reasonably request. Documents required to be delivered pursuant to this Section 9.01 7.01(a), 7.01(b) or 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower the Company posts such documents, or provides a link thereto thereto, on Borrowerthe Company’s website on the InternetInternet at the website address listed on Schedule 11.02 or publicly files such documents with the SEC; or (ii) on which such documents are (A) available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or (B) posted on a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that Borrower in the case of documents that are not available on ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, the Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Lender) of the posting of any such documents and document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such document specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Borrower The Company hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower the Company shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Company or its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such any Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on on, and shall only post such Borrower Materials on, a portion of the Platform not designated as “Public Side Information.” Borrower represents and warrants that itNotwithstanding the foregoing, Holdings or any other direct or indirect Parent the Company and any Subsidiary, in each case, if any, either (x) has shall be under no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. any Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials “PUBLIC.”
Appears in 2 contracts
Sources: Credit Agreement (Brady Corp), Credit Agreement (Brady Corp)
Other Information. From Such other information respecting the financial condition of Borrower or any property of Borrower in which Lender may have a Lien as Lender may, from time to time, (x) such reasonably request. Borrower authorizes Lender to communicate directly with Borrower’s independent certified public accountants and has authorized those accountants to disclose to Lender any and all financial statements and other information or documents (financial or otherwise) of any kind that they may have with respect to Borrower and its business and financial and other affairs. Borrower shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section. Lender shall treat all non-public documents and information marked “Confidential” (“Confidential Information”) so obtained or provided by Borrower or its agents, representatives or certified public accountants as confidential and will hold and will cause its respective employees, agents and representatives to hold in confidence all such Confidential Information concerning Borrower, IOT and their Affiliates except: (i) when Lender is required to disclose pursuant to Governmental Rules, (ii) when Lender is compelled to disclose by judicial or administrative process, (iii) when deemed necessary by Lender in its commercially reasonable discretion to enforce this Agreement or any of its Restricted Subsidiaries as the Administrative Agent other Loan Documents, and (iv) in connection with the sale of participations in or the assignment of all or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes part of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result Lender’s interest in the breach of Loans. Lender will not release or disclose such Confidential Information to any binding contractual obligation or other person, except its auditors, attorneys, financial advisors and other consultants, advisors, agents and representatives. If the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does transactions contemplated by this Agreement are not provide information that otherwise would be required to be provided hereunder in reliance on consummated, such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, confidence shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet websitemaintained and, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided requested by or on behalf of Borrower hereunder (collectivelyBorrower, “Borrower Materials”) by posting Borrower Materials on the Platform Lender will, and (b) certain of the Lenders (eachwill use all reasonable efforts to cause its auditors, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect attorneys, financial advisors and other consultants, agents and representatives to, return to Borrower or its Affiliatesdestroy, or the respective securities at Borrower’s cost and expense, all copies of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Confidential Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Loan and Security Agreement (Helios & Matheson North America Inc.), Loan and Security Agreement (Helios & Matheson North America Inc.)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ Borrower has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to Borrower or condition of any of its Restricted Subsidiaries Consolidated Party as the Administrative Agent or any Lender (through the Administrative Agent) Required Lenders may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 Sections 7.1(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; Internet or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by Section 7.1(c) to the Agent. Except for such compliance certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender (by facsimile shall be solely responsible for requesting delivery to it or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers BAS will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that a private offering or is actively contemplating issuing any such securities (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers BAS and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information”; Investor;” and (z) the Administrative Agent and the Lead Arrangers BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated marked as “Public Side InformationInvestor.” Notwithstanding the foregoing, the Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has shall be under no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ any Borrower Materials “PUBLIC” and (ii) agrees that at the time the Section 9.01 Financials are provided hereunderas such, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. all Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting Materials delivered to the Administrative Agent in writing or BAS that such materials do are not constitute material non-public information within the meaning marked “PUBLIC” shall be treated as being suitable only for posting on a portion of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPlatform not marked as “Public Investor.”
Appears in 2 contracts
Sources: Credit Agreement (Lincare Holdings Inc), Credit Agreement (Lincare Holdings Inc)
Other Information. From time to timePromptly after any request therefor, (x) such other information or documents regarding the business, operations, assets, liabilities (including contingent liabilities) and financial or otherwise) with respect to condition of the Borrower or any Subsidiary, or regarding the Borrowing Base or any component thereof, or compliance with the terms of its Restricted Subsidiaries any Credit Document, as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent) may reasonably request request. The Borrower and (y) information and documentation reasonably requested by each Lender acknowledge that certain of the Administrative Agent Lenders may be Public Lenders and, if documents or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents notices required to be delivered pursuant to this Section 9.01 may 5.1 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be posted on the portion of the Platform that is designated for Public Lenders, provided that the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to Public Lenders. The Borrower agrees to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have represented that such information contains only Public-Side Information. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Administrative Agent reserves the right to post such document or notice solely on the portion of the Platform that is designated for Private Lenders. Information required to be delivered electronically and if so deliveredpursuant to Section 5.1(a), 5.1(b) or 5.1(k) shall be deemed to have been delivered on the date (i) on which Borrower posts if such documentsinformation, or provides a link thereto on Borrower’s website on the Internet; one or (ii) on which more annual or quarterly reports containing such documents are information, shall have been posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and by the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain or shall be available on the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or its Affiliates, or on the respective securities of any website of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) that the Borrower has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes notified the Administrative Agent to make financial statements and other (including by email) that such information is available on such website and, if requested by the Administrative Agent, shall have provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting hard copies to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇Agent). Notwithstanding anything herein Information required to the contrary, in no event shall Borrower request that be delivered pursuant to this Section 5.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinAgent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.
Appears in 2 contracts
Sources: Abl Credit and Guaranty Agreement (Entegris Inc), Abl Credit and Guaranty Agreement (Entegris Inc)
Other Information. From It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:
(i) within three (3) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default), (B) Event of Default, (C) Potential Servicer Event of Default, (D) Servicer Event of Default, (E) event or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect, (F) Revaluation Event, (G) receipt of notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest or (H) Collateral Loan that ceases to be an Eligible Collateral Loan, a certificate of a Responsible Officer of the Servicer setting forth the details thereof and the action which the Servicer is taking or proposes to take with respect thereto;
(ii) from time to time, time such additional information regarding the Collateral (xincluding reasonably detailed calculations of each Coverage Test and the Collateral Quality Test) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender the Required Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden or expense;
(iii) a Borrowing Base Calculation Statement on (A) each date on which the Servicer sells or substitutes (or commits to sell or substitute, as the case may be) any Collateral Loan and (yB) information and documentation reasonably requested the date on which the Servicer obtains knowledge of any Material Modification or Revaluation Event to a Collateral Loan or that a Collateral Loan has become a Defaulted Collateral Loan;
(iv) promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender necessary for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer,” and anti-money laundering and sanctions rules and regulations, including the Patriot Act and PATRIOT Act; and
(v) within two (2) Business Days after a Responsible Officer of the Beneficial Ownership Regulation. Notwithstanding the foregoingServicer obtains actual knowledge thereof, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions settlement of, material judgment (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, including a “Public Lender”) may have personnel who do not wish to receive material non-public information judgment with respect to Borrower the liability phase of a bifurcated trial) in or its Affiliatescommencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, directly and adversely affecting in any material respect the Collateral (taken as a whole), the Facility Documents, or any Secured Party’s interest in the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationCollateral.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Barings Private Credit Corp), Revolving Credit and Security Agreement (Barings Private Credit Corp)
Other Information. From time Subject to timeSection 5.6(b), (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice deliver to the Administrative Agent promptly upon obtaining knowledge that following the Administrative Agent’s request therefor, such other information is being withheld regarding the operations, business affairs and financial condition of Parent or any Subsidiary, or compliance with the terms of any Credit Document, as the Administrative Agent may reasonably request (but solely if providing such notice would not violate such law, rule on behalf of itself or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilegeany Lender). Documents Parent, the Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 9.01 may 5.1, Section 5.2 or otherwise are being distributed through the Platform, any document or notice that Parent or the Borrower has indicated contains Non-Public Information will not be delivered electronically and if so delivered, shall be deemed to have been delivered posted on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on portion of the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender Platform that is designated for Public Lenders. Parent and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide agree to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or clearly designate all information provided to any Agent by or on behalf of any Credit Party that is suitable to make available to Public Lenders. If Parent or the Borrower hereunder (collectivelyhas not indicated whether a document or notice delivered pursuant to this Section 5.1 or Section 5.2 contains Non-Public Information, “Borrower Materials”) by posting Borrower Materials the Administrative Agent reserves the right to post such document or notice solely on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform that is designated “for Lenders that wish to receive Non-Public Side Information”; and (z) the Administrative Agent . Each of Parent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make the financial statements and other information to be provided pursuant to clauses (aunder Section 5.1(a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified LendersDocuments, available to Public-▇▇▇▇▇▇ Public Lenders and (ii) agrees that at the time the Section 9.01 Financials such financial statements are provided hereunder, they shall already have been, or shall substantially concurrently be, been made available to holders of its securities. Neither Parent nor the Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ Public Lenders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material nonNon-public information within the meaning of the federal securities laws Public Information or that ▇▇▇▇▇▇▇▇ neither Parent nor the Borrower has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower securities. In no event shall the Administrative Agent post compliance certificates or budgets to Public Lenders. Information required to be delivered pursuant to Section 5.1(a) or 5.1(b) shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have no obligation to request that any material been posted by the Administrative Agent on the Platform or shall be posted to Public-available on the website of the SEC at ▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-://▇▇▇.▇▇▇.▇▇▇ budgets or any certificates, reports on the website of Parent. Information required to be delivered pursuant to this Section 5.1 or calculations with respect Section 5.2 may also be delivered by electronic communications pursuant to Borrower’s compliance with procedures approved by the covenants contained hereinAdministrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.
Appears in 2 contracts
Sources: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Other Information. From time to timePromptly, (xi) such other additional information or documents (regarding the business, legal, financial or otherwise) with respect to Borrower corporate affairs of any Loan Party or any of its Restricted Subsidiaries Subsidiary thereof as the Administrative Agent or any Lender (through the Administrative AgentAgent may from time to time reasonably request. Notwithstanding anything to the contrary in this Section 6.02, none of the Borrower Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) may reasonably request and that constitutes non-financial trade secrets or non-financial proprietary information, (yii) information and documentation reasonably requested by in respect of which disclosure to the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j(or their respective representatives or contractors) to the extent that the provision thereof would violate any law, rule is prohibited by Law or regulation or result in the breach of any binding contractual obligation agreement or the loss of any professional privilege; provided (iii) that in the event that Borrower is subject to attorney client or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule similar privilege or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)constitutes attorney work product. Documents required to be delivered pursuant to this Section 9.01 6.01(a), (b), or (c) or Section 6.02(b) or (c) (or to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s (or any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) behalf on an Internet the Platform or another relevant internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents described in this paragraph and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents to the extent requested by the Administrative Agent. The Administrative Agent shall have no responsibility to monitor compliance by the Borrower, and each Lender shall be solely responsible for timely accessing posted documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency, SyndTrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish only to receive information that (i) is publicly available, (ii) is not material non-public information with respect to the Borrower Parties or their respective securities for purposes of applicable foreign, United States federal and state securities laws with respect to the Borrower or its AffiliatesSubsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-market related activities with respect to such Persons’ securitiessecurities or (iii) constitutes information of a type that would be publicly available if the Borrower Parties were public reporting companies (as determined by the Borrower in good faith) (such information, “Public Side Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such the Borrower Materials shall be clearly and conspicuously marked “PUBLIC SIDE” or “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC SIDE” or “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC SIDE” or “PUBLIC,” ”, the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuers and the Lenders to treat such the Borrower Materials as not only containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws Public Side Information (provided, however, that to the extent such the Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1510.08); (y) all Borrower Materials marked “PUBLIC SIDE” or “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC SIDE” or “PUBLIC” as being shall be deemed to contain material non-public information (within the meaning of United States federal and state securities laws) and shall not be suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇)”. Notwithstanding anything herein to the contrary, in no event financial statements delivered pursuant to Sections 6.01(a) and (b) and Compliance Certificates delivered pursuant to Section 6.02(a) shall Borrower request that be deemed to be suitable for posting on a portion of the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPlatform designated “Public Side Information”.
Appears in 2 contracts
Sources: Credit Agreement (Instructure Holdings, Inc.), Credit Agreement (Instructure Holdings, Inc.)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other additional information regarding the business, properties or documents (financial condition, or otherwise) with respect to legal or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of its Restricted Subsidiaries the Credit Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation from time to time reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)Agreement. Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 9.01 7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto thereto, on the Borrower’s website on the Internet; Internet at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇ or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, any other website address provided to which each Lender and the Administrative Agent have access (whether a commercialby the Borrower; provided that, third-party website or whether sponsored by upon the Administrative Agent); provided that ’s request, the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for maintaining its copies of such documents. The Credit Parties hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders Lenders, including the Swingline Lender and Issuing Lender, materials and/or information provided by or on behalf of Borrower the Credit Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Syndtrak or IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to Borrower the Credit Parties or its Affiliatestheir securities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Borrower The Credit Parties hereby agrees agree that it they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders Banks and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower the Credit Parties shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Swingline Lender, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Credit Parties or its their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “for Public Side Information”Banks; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationLender.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 2 contracts
Sources: Credit Agreement (Cree, Inc.), Credit Agreement (Cree Inc)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationrequest. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) clause to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Lead Borrower posts such documents, or provides a link thereto on Lead Borrower’s website on the Internet; or (ii) on which such documents are posted on Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) Lead Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon request to Lead Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers Arranger will make available to the Lenders materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (xi) has no registered or publicly traded securities outstanding, or (yii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower The Borrowers will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that Borrower the Borrowers shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Lead Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s the Borrowers’ compliance with the covenants contained herein.
Appears in 2 contracts
Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with respect the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or and/or any of its Restricted Subsidiaries as their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Administrative AgentBorrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Borrower shall (A) may reasonably request and (y) information and documentation reasonably requested by make the Administrative Agent or any Lender necessary for purposes aware of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) such confidentiality obligations (to the extent that permitted under the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall applicable confidentiality obligation) and (B) use commercially reasonable efforts to provide notice to communicate the Administrative Agent promptly upon obtaining knowledge relevant information in a way that such information is being withheld (but solely if providing such notice would does not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)confidentiality obligations. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Borrower on the InternetInternet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by e-mail) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile iii) on which executed certificates or electronic mail) of the posting of any such other documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or with the Lenders materials and/or information provided by SEC or on behalf of Borrower hereunder any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to any financial statements of the Borrower or its Affiliates, or by furnishing (A) the respective securities applicable financial statements of any of Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings SEC or any other direct or indirect Parent Company and any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to any Permitted Acquisition to the contrary, extent it is not practicable to include any such adjustments in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinsuch financial statement.
Appears in 2 contracts
Sources: Credit Agreement (Hillman Solutions Corp.), Credit Agreement (Hillman Solutions Corp.)
Other Information. From time to time, (x) time such other information or documents (financial or otherwise) with respect to Borrower or any of concerning Alterra Capital and its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) Agent may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.01(a) or Section 6.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts the Borrowers post such documents, or provides provide a link thereto on BorrowerAlterra Capital’s or Alterra Bermuda’s respective website on the InternetInternet at the respective website address listed on Schedule 11.02; or (ii) on which such documents are posted on Borrower’s the Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that Borrower requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrowers shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders Lenders, the L/C Administrator and the Fronting Bank materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to either Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). Borrower The Borrowers hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and agree that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower the Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Administrator, the Fronting Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to such Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side InformationInvestor”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 2 contracts
Sources: Credit Agreement (Markel Corp), Credit Agreement (ALTERRA CAPITAL HOLDINGS LTD)
Other Information. From time to time, (x) time such other information or documents (financial or otherwise) with respect to concerning the Borrower or any of its Restricted Subsidiaries Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.1(a), (b) or (f) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed on Schedule 11.2; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the Fronting Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the Fronting Bank and the Lenders to treat such the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities laws Laws (provided, however, that to the extent such the Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 2 contracts
Sources: Credit Agreement (Renaissancere Holdings LTD), Credit Agreement (Renaissancere Holdings LTD)
Other Information. From time to time, Such additional information (xi) such other information or documents (financial or otherwise) with respect to Borrower regarding the business operations of any Loan Party or any of its Material Subsidiary that is a Restricted Subsidiaries Subsidiary as the Administrative Agent may from time to time on its own behalf or any Lender (through on behalf of the Administrative Agent) may Required Lenders reasonably request and (yii) information and documentation as may be reasonably requested by the Administrative Agent or any Lender necessary through the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 6.01 or Section 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto thereto, on the Borrower’s website on the Internet; Internet at the website addresses listed on Schedule 11.02, or (ii) on which such documents are posted on the Borrower’s behalf on an Internet ▇▇▇▇▇▇▇ Datasite One, Syndtrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent, the Borrower shall notify deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and each Lender (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on ▇▇▇▇▇▇▇ Datasite One, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to the Borrower or its AffiliatesSubsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of (i) all Borrower Materials that may are to be distributed made available to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws only Public- Side Information (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information”; and (ziv) the Administrative Agent and and/or the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Public-Side Information.” Borrower represents and warrants that itFor the avoidance of doubt, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they foregoing shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting subject to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning provisions of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinSection 11.08.
Appears in 2 contracts
Sources: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with respect the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Lead Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Lead Borrower or and/or any of its Restricted Subsidiaries as their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Administrative AgentLead Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Lead Borrower shall (A) may reasonably request and (y) information and documentation reasonably requested by make the Administrative Agent or any Lender necessary for purposes aware of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) such confidentiality obligations (to the extent that permitted under the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall applicable confidentiality obligation) and (B) use commercially reasonable efforts to provide notice to communicate the Administrative Agent promptly upon obtaining knowledge relevant information in a way that such information is being withheld (but solely if providing such notice would does not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)confidentiality obligations. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Lead Borrower on the InternetInternet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by facsimile or electronic mail) the Administrative Agent in writing of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Lead Borrower to the Administrative Agent for posting on Borrower’s behalf of the Lead Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile iii) on which executed certificates or electronic mail) of the posting of any such other documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) in respect of information filed by Holdings or its applicable Parent Company with any securities exchange or with the Lenders materials and/or information provided by SEC or on behalf of Borrower hereunder any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower relevant analogous governmental or its Affiliates, private regulatory authority or the respective securities of any of exchange. Notwithstanding the foregoing, and who may be engaged the obligations in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses paragraphs (a) ), and (b) of this Section 9.01 above5.01 may be satisfied with respect to any financial statements of the Lead Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, along as applicable, filed with the Credit Documents SEC or any securities exchange, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the list information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Lead Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports or calculations with respect Permitted Acquisition to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 2 contracts
Sources: Fifth Amendment Agreement (Ecovyst Inc.), Abl Credit Agreement (Ecovyst Inc.)
Other Information. From time to timePromptly after any request therefor, (x) such other information or documents regarding the business, operations, assets, liabilities (including contingent liabilities) and financial or otherwise) with respect to condition of the Borrower or any Subsidiary, or compliance with the terms of its Restricted Subsidiaries any Credit Document, as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent) may reasonably request and (y) request, provided that neither the Borrower nor any Restricted Subsidiary will be required to deliver any information and documentation reasonably requested by in respect of which disclosure to the Administrative Agent, the Collateral Agent or any Lender necessary for purposes (i) is prohibited by applicable law or any obligations of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including confidentiality binding upon the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any Subsidiary or (ii) would result in a waiver of its Restricted Subsidiaries does not provide information any attorney-client privilege or attorney work product protection inuring to the Borrower or a Subsidiary, provided that otherwise would be required to be provided hereunder in reliance on such exception, the Borrower shall use commercially reasonable efforts to provide notice to notify the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and, in the case of clause (but solely if providing such notice i) above, the Borrower and the Subsidiaries shall use commercially reasonable efforts to communicate or permit the delivery, to the extent permitted, of the applicable information in a way that would not violate the applicable law or any such lawobligation of confidentiality and, rule or regulation or result in the breach case of any such binding contractual obligation of confidentiality, to obtain a waiver with respect thereto. The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or the loss of such professional privilege). Documents notices required to be delivered pursuant to this Section 9.01 may 5.1 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be posted on the portion of the Platform that is designated for Public Lenders, provided that the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to Public Lenders. The Borrower agrees to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have represented that such information contains only Public-Side Information. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Administrative Agent reserves the right to post such document or notice solely on the portion of the Platform that is designated for Private Lenders. Information required to be delivered electronically and if so deliveredpursuant to Section 5.1(a), 5.1(b) or 5.1(k) shall be deemed to have been delivered on the date (i) on which Borrower posts if such documentsinformation, or provides a link thereto on Borrower’s website on the Internet; one or (ii) on which more annual or quarterly reports containing such documents are information, shall have been posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and by the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain or shall be available on the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or its Affiliates, or on the respective securities of any website of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) that the Borrower has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes notified the Administrative Agent to make financial statements and other (including by e-mail) that such information is available on such website and, if requested by the Administrative Agent, shall have provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting hard copies to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇Agent). Notwithstanding anything herein Information required to the contrary, in no event shall Borrower request that be delivered pursuant to this Section 5.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinAgent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc)
Other Information. From time to time, (x) such Such other information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower or any of and its Restricted Subsidiaries as Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of any Person, (b) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by applicable “know your customer” and antiRequirements of Law, (c) that is subject to attorney-money laundering rules and regulations, including client or similar privilege or constitutes attorney work product or (d) in respect of which the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required Subsidiary owes confidentiality obligations to be any third party (provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would confidentiality obligations were not violate such law, rule or regulation or result entered into in contemplation of the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(l)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks, SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by the Lenders materials and/or information provided by Borrower with any securities exchange or on behalf of Borrower hereunder with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower relevant analogous governmental or its Affiliates, private regulatory authority or the respective securities of any of exchange. Notwithstanding the foregoing, and who may be engaged the obligations in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses paragraphs (a) and (b) of this Section 9.01 above5.01 may instead be satisfied with respect to any financial statements and management’s discussion and analysis of the Borrower by furnishing the Borrower’s Form 10-K or 10-Q, along as applicable, filed with the Credit Documents and the list of Disqualified LendersSEC or any securities exchange, available to Public-▇▇▇▇▇▇ and (ii) agrees that at in each case, within the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available periods specified in such paragraphs and without any requirement to holders provide notice of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting such filing to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities any Lender. No financial statement required to be delivered pursuant to Section 5.01(a) or (it being understood that Borrower b) shall have no obligation be required to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports Permitted Acquisition or calculations with respect other Investment to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 2 contracts
Sources: Credit Agreement (Callaway Golf Co), Credit Agreement (Topgolf Callaway Brands Corp.)
Other Information. From time to timewith reasonable promptness, (x) such other information or documents (financial or otherwise) and data with respect to Borrower the Company or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) from time to time may reasonably request and (y) information and documentation be reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; (provided that in the event that Borrower information and data subject to confidentiality obligations (for which no exception is available or any of its Restricted Subsidiaries does approval has been obtained) or attorney-client privilege or constituting attorney work product shall not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilegeprovided). Documents required to be delivered pursuant to this Section 9.01 7.01(b) or 7.01(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower the Company posts such documents, or provides a link thereto on Borrowerthe Company’s website on the InternetInternet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Borrowerthe Company’s behalf on an Internet or intranet website, if any, to which each the Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that Borrower that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such the Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a the Lender for delivery, and each the Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower the Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Company or its securities for purposes of United States Federal federal and state securities laws Laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, no Borrower represents and warrants that it, Holdings or shall be under any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. any Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials “PUBLIC.”
Appears in 2 contracts
Sources: Credit Agreement (FTD Companies, Inc.), Credit Agreement (United Online Inc)
Other Information. From time to time, (x) such Such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any a Lender (through the Administrative Agent) may reasonably request from time to time in connection with the financial condition or business of the Borrower and its Restricted Subsidiaries, including (yi) all documentation and other information and documentation reasonably requested by the Administrative Agent or that any Lender necessary for purposes of compliance may reasonably request in order to comply with ongoing obligations under applicable “know your customer” and antiAnti-money laundering rules and regulationsMoney Laundering Laws, including the Patriot USA PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding , and (ii) regarding, to the foregoingBorrower’s knowledge, neither any change to the information provided in any Beneficial Ownership Certification provided by the Borrower nor that would result in a change to the list of beneficial owners identified therein; provided that none of Holdings, the Borrower or any of its Restricted Subsidiaries will Subsidiary shall be required to disclose or provide any information pursuant to this Section 9.01(j(A) to that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information subsidiaries (unless the Administrative Agent or the Lenders have commenced exercising remedies in respect of an Event of Default that otherwise would has occurred and is continuing, in which case the Administrative Agent shall be required permitted to be provided hereunder inspect and examine such information), (B) in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice respect of which disclosure to the Administrative Agent promptly upon obtaining knowledge Agent, any Lender or any Issuing Bank (or any of their respective representatives) is prohibited by applicable law, (C) the disclosure of which would waive attorney-client or similar privilege or that constitutes attorney work product or (D) in respect of which Holdings, the Borrower or any of its subsidiaries owes confidentiality obligations to any Person that is not an Affiliate thereof (provided that such information is being withheld (but solely if providing such notice would confidentiality obligations were not violate such law, rule or regulation or result entered into in contemplation of the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Agreement). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents, or documents and provides a link thereto on Borrower’s at the principal website on address of the InternetBorrower (as such address is specified by the Borrower to the Administrative Agent from time to time); or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to delivered (which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored may be by email) by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions or (i.e., soft copiesiii) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain in respect of the Lenders (each, a “Public Lender”) may have personnel who do not wish items required to receive material non-public information with respect be delivered pursuant to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietarySection 5.01(k) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to information filed by the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and with any Subsidiary, in each case, if any, either (x) has no registered securities exchange or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available or any analogous Governmental Authority with jurisdiction over matters relating to potential holders of its 144A securities, andon which such items have been made available on the website of such securities exchange or the website of the SEC or the website of the relevant analogous Governmental Authority. Notwithstanding the foregoing, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to obligations in clauses (a) and (b) of this Section 9.01 above5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (x) the applicable financial statements of Holdings (or any other Parent Company) or (y) Holdings’ (or any other Parent Company’s) Form 10-K or 10-Q, along as applicable, filed with the Credit Documents SEC or any securities exchange, in each case, within the time periods specified in such clauses so long as notice of such filing is provided to the Administrative Agent; provided that, with respect to each of clauses (x) and (y), (i) to the extent such financial statements relate to any Parent Company, such financial statements or such Form 10-K or Form 10-Q, as applicable, shall be accompanied by consolidating information (which consolidating information need not be audited and may be in footnote form) that summarizes in reasonable detail the differences between the information relating to such Parent Company and its consolidated subsidiaries (other than the Borrower and its consolidated subsidiaries), on the one hand, and the list information relating to the Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lendersthe Borrower as presenting fairly, available to Public-▇▇▇▇▇▇ in all material respects, such differences, and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that extent such materials do not constitute material non-public information within are in lieu of financial statements required to be provided under Section 5.01(b), such materials shall be accompanied by a report and opinion of an independent accounting firm of recognized national standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein applicable requirements set forth in Section 5.01(b) as if references therein to the contrary, in no event shall Borrower request that the Administrative Agent make available were references to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinsuch Parent Company.
Appears in 2 contracts
Sources: Credit Agreement (Bamboo Insurance Services, Inc.), Credit Agreement (Bamboo Insurance Services, Inc.)
Other Information. From time to timeWith reasonable promptness, (x) such other information business or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries data as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any request. All financial statements delivered to Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to the requirements of this Section 9.01(jsubsection 7.1 (except where otherwise expressly indicated) shall be prepared in accordance with GAAP (subject in the case of interim financial statements to the extent that lack of footnotes and normal year-end adjustments) consistently applied, except for changes therein with which the provision thereof would violate any law, rule or regulation or result in independent certified public accountants issuing the breach of any binding contractual obligation or opinion on the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be financial statements delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to subsection 7.1(B) hereof have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which previously concurred in writing. Together with each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) delivery of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (arequired by subsections 7.1(A) and (b7.1(B) of this Section 9.01 abovehereof, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available deliver to holders Lender a certificate of its securities. Borrower will not request that any other material be posted to Public-an Authorized Officer of ▇▇▇▇▇▇ without expressly representing and warranting in the form attached hereto as Exhibit E setting forth in such detail as is reasonably acceptable to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or Lender calculations with respect to Borrower’s compliance with each of the financial covenants contained hereinin this Agreement and stating that to the best knowledge of the Authorized Officer upon due investigation there exists no Default or Event of Default, or, if any Default or Event of Default exists, specifying the nature and the period of existence thereof and what action Borrower proposes to take with respect thereto. Lender shall exercise reasonable efforts to keep such information, and all information acquired as a result of any inspection conducted in accordance with subsection 7.2 hereof, confidential, provided that Lender may communicate such information (a) to any other Person in accordance with the customary practices of commercial banks relating to routine trade inquiries, (b) to any regulatory authority having jurisdiction over Lender, (c) to any other Person in connection with Lender’s sale of any participations in the Liabilities or assignment of any rights and obligations of Lender under this Agreement and the other Loan Documents, (d) to any other Person in connection with the exercise of Lender’s rights, prerogatives or performance hereunder or under any of the other Loan Documents, (e) to any Person in any litigation in which Lender is a party, or (f) to any Person if Lender believes in Good Faith that disclosure is necessary or appropriate to comply with any applicable law, rule or regulation or in response to a subpoena, order or other legal process or informal investigative demand, whether issued by a court, judicial or administrative or legislative body or committee or other governmental authority or (g) to any agents, employees, attorneys, accountants or appraisers of the Lender. Notwithstanding the foregoing, information shall not be deemed to be confidential to the extent such information (i) was already lawfully in the possession of Lender prior to such information being provided to Lender by Borrower, (ii) is available in the public domain, (iii) becomes available in the public domain other than as a result of unauthorized disclosure by Lender, or (iv) is acquired from a Person not known by Lender to be in breach of an obligation of secrecy to Borrower. Borrower authorizes Lender to discuss the financial condition of Borrower with Borrower’s independent certified public accountants and agrees that such discussion or communication shall be without liability to either Lender or Borrower’s independent certified public accountants and other professional representatives.
Appears in 2 contracts
Sources: Credit Agreement (Lawson Products Inc/New/De/), Credit Agreement (Lawson Products Inc/New/De/)
Other Information. From The Borrower shall provide to each of the Administrative Agent and the Calculation Agent, from time to time, (x) upon such other Agent’s reasonable request, all information or documents (financial or otherwise) with respect to reports received by the Borrower or any Intermediate Entity relating to: (i) any issuer or Sponsor of its a Portfolio Investment; (ii) Portfolio Investment Documents or amendments thereto, provided that prior to an Event of Default, such documents may be redacted to omit Restricted Subsidiaries Information; and (iii) Portfolio Investments or their valuation as provided by the Sponsor thereof (including any “net asset value” or “NAV” reports, and investor reports). Each of the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding Calculation Agent agrees that it will keep information relating to such Portfolio Investments confidential (in accordance with Section 12.17), and the foregoing, neither parties hereto agree that in no event will the Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) or documentation to the extent that providing the provision thereof same would violate any law, rule constitute a breach by the Borrower of confidentiality obligations in Portfolio Investment Documents or regulation or result in the breach of any binding contractual obligation or the loss of any professional if such information is otherwise subject to attorney-client privilege; provided that (x) in the event that Borrower or case of any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exceptionconfidentiality obligation, the Borrower shall use have used commercially reasonable efforts to obtain consent to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld and/or to cause the applicable Intermediate Entities to provide such information and (but solely if providing such notice would not violate such law, rule or regulation or result in y) the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of and/or the posting Calculation Agent, as applicable, if any such information is being withheld as a result of any such documents obligation of confidentiality and the Borrower shall use its commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. Additionally, subject to the limitations above in this clause (f), the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available Calculation Agent from time to time, upon its reasonable request, additional information regarding the Lenders materials and/or information provided by assets, business, financial, legal or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain corporate affairs of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securitiesBorrower, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPortfolio Investments.
Appears in 2 contracts
Sources: Senior Credit Agreement (G-Infra Lp), Senior Credit Agreement (G-Private Equity LP)
Other Information. From time to timePromptly, (x) such other additional information or documents (regarding the business, financial or otherwise) corporate affairs of any member of the Consolidated Group, or compliance with respect to Borrower or any the terms of its Restricted Subsidiaries the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internetinternet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such “public side” Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1510.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 2 contracts
Sources: Credit Agreement (Royalty Pharma PLC), Credit Agreement (Royalty Pharma PLC)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with respect the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or and/or any of its Restricted Subsidiaries as their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Administrative AgentBorrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided, further, that, with respect to this clause (iv), the Borrower shall (A) may reasonably request and (y) information and documentation reasonably requested by make the Administrative Agent or any Lender necessary for purposes aware of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) such confidentiality obligations (to the extent that permitted under the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall applicable confidentiality obligation) and (B) use commercially reasonable efforts to provide notice to communicate the Administrative Agent promptly upon obtaining knowledge relevant information in a way that such information is being withheld (but solely if providing such notice would does not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)confidentiality obligations. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Borrower on the InternetInternet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by email (including PDF and similar attachments)) the Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); (iii) on which executed certificates or other documents are electronically mailed to an address provided that Borrower shall notify by the Administrative Agent and each Lender Agent; or (by facsimile or electronic mailiv) in respect of the posting items required to be delivered pursuant to Section 5.01(k) in respect of information filed by any such documents applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q reports and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copiesForm 10-K reports described in Sections 5.01(a) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to any financial statements of the Borrower or its Affiliates, or by furnishing (A) the respective securities applicable financial statements of any of Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings SEC or any other direct or indirect Parent Company and any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports or calculations with respect Permitted Acquisition to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.)
Other Information. From time (i) promptly after the same become publicly available, copies of all proxy statements, financial statements and regular or special reports which Sprint Corporation files with the SEC or with any national securities exchange or distributed generally to timeits shareholders, as the case may be;
(xii) such promptly following a request therefor, any documentation or other information or documents (financial or otherwise) including with respect to Borrower any Originator, any Seller or Sprint Corporation) that any of its Restricted Subsidiaries as SPE, the Collateral Agent, the Administrative Agent, any Purchaser Agent or any Lender (through Purchaser reasonably requests in order to comply with its ongoing obligations under the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that including the provision thereof would violate of information regarding beneficial ownership required by 31 C.F.R. §1010.230; and
(iii) from time to time such further information regarding the business, affairs and financial condition of Sprint Spectrum, Sprint Corporation and Originators as any lawSPE, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exceptionCollateral Agent, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge or any Purchaser Agent shall reasonably request, including, subject to any applicable confidentiality obligations in favor of the applicable ISC Dealer, information relating to the ISC Dealers, the ISC Dealer Agreements and the assignment or transfer of any ISC Dealer Contract and related ISC Dealer Receivables from the applicable ISC Dealer to the applicable Originator; provided that, information relating to specific Receivables shall be limited to the Sprint Information and, during the continuance of an Event of Termination or Non-Reinvestment Event, such other information (including Subscriber Confidential Information) that such information is being withheld (but solely if providing such notice would not violate such lawthe Collateral Agent, rule or regulation or result in the breach of such binding contractual obligation Administrative Agent or the loss of Required Purchasers determine in good faith is necessary or desirable to exercise or enforce its, the Purchasers’ and the Purchaser Agents’ rights and remedies hereunder and in such professional privilege)Receivables. Documents and information required to be delivered pursuant to this Section 9.01 5.3 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower Sprint Corporation posts such documents, or provides a link thereto thereto, on Borrower’s its website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet another relevant website, if any, to which each Lender and the Administrative Agent have applicable party has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇party). Notwithstanding anything herein contained herein, in every instance Sprint Spectrum shall be required to provide documents, information, and certificates required by or requested pursuant to Sections 5.3(b)(ii) and 5.3(b)(iii) to the contrary, in no event shall Borrower request that Collateral Agent and the Administrative Agent make available (who shall promptly send the same to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPurchaser Agents).
Appears in 2 contracts
Sources: Receivables Sale and Contribution Agreement (SPRINT Corp), Receivables Sale and Contribution Agreement (SPRINT Corp)
Other Information. From time to time, (x) such Such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of the Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by applicable “know your customer” and antiRequirements of Law, (c) that is subject to attorney-money laundering rules and regulations, including client or similar privilege or constitutes attorney work product or (d) in respect of which the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(l)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks, SyndTrak or intranet websiteanother relevant website (the “Platform”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) above in respect of information filed by the Lenders materials and/or information provided by Borrower or on behalf of Borrower hereunder its applicable Specified Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q Reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information instead be satisfied with respect to any financial statements of the Borrower or its Affiliates, or by furnishing (A) the respective securities applicable financial statements of any of Specified Parent Company or (B) any Specified Parent Company’s Form 10-K or 10-Q, as applicable, filed with the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings SEC or any other direct or indirect Parent Company and any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or any Lender; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent (1) such financial statements relate to any Specified Parent Company and (2) either (I) such Specified Parent Company (or any other Specified Parent Company that is a subsidiary of such Specified Parent Company) has any third party Indebtedness and/or operations (as determined by the Borrower in good faith and other information provided pursuant than any operations that are attributable solely to clauses such Specified Parent Company’s ownership of the Borrower and its subsidiaries) or (aII) there are material differences between the financial statements of such Specified Parent Company and (b) of this Section 9.01 aboveits consolidated subsidiaries, along with on the Credit Documents one hand, and the list Borrower and its consolidated subsidiaries, on the other hand, such financial statements or Form 10-K or Form 10-Q, as applicable, shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Specified Parent Company and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a stand-alone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein No financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports Permitted Acquisition or calculations with respect other Investment to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Shift4 Payments, Inc.), First Lien Credit Agreement (Shift4 Payments, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with respect the financial condition or business of Holdings and its Restricted Subsidiaries; provided, however, that none of Holdings, any Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, any Borrower or and/or any of its Restricted Subsidiaries as their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (through or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, any Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv), the Administrative AgentLead Borrower shall (A) may reasonably request and (y) information and documentation reasonably requested by make the Administrative Agent or any Lender necessary for purposes aware of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) such confidentiality obligations (to the extent that permitted under the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall applicable confidentiality obligation) and (B) use commercially reasonable efforts to provide notice to communicate the Administrative Agent promptly upon obtaining knowledge relevant information in a way that such information is being withheld (but solely if providing such notice would does not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)confidentiality obligations. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto on Borrower’s the website of the Lead Borrower on the InternetInternet at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(k), the Lead Borrower shall promptly notify (which may be by e-mail) the Administrative Agent of the posting of any such documents on the website of the Lead Borrower (or its applicable subsidiary) and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Lead Borrower to the Administrative Agent for posting on Borrower’s behalf of the Lead Borrower on an Internet SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile iii) on which executed certificates or electronic mail) of the posting of any such other documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make available items required to be delivered pursuant to Section 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or with the Lenders materials and/or information provided by SEC or on behalf of Borrower hereunder any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (collectively, “Borrower Materials”other than Form 10-Q reports and Form 10-K reports described in Sections 5.01(a) by posting Borrower Materials on the Platform and (b) certain ), respectively), on which such items have been made available on the SEC website or the website of the Lenders relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, the obligations in paragraphs (eacha), a “Public Lender”(b) and (h) of this Section 5.01 may have personnel who do not wish to receive material non-public information be satisfied with respect to any financial statements of the Lead Borrower or its Affiliates, or by furnishing (A) the respective securities applicable financial statements of any of Parent Company or (B) any Parent Company’s Form 10-K or 10-Q, as applicable, filed with the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings SEC or any other direct or indirect Parent Company and any Subsidiarysecurities exchange, in each case, if anywithin the time periods specified in such paragraphs; provided that, either with respect to each of clauses (xA) has no registered or publicly traded securities outstandingand (B), or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes to the Administrative Agent to make extent such financial statements and other relate to any Parent Company, such financial statements shall be accompanied by consolidating information provided pursuant that summarizes in reasonable detail the differences between the information relating to clauses (a) and (b) of this Section 9.01 abovesuch Parent Company, along with on the Credit Documents one hand, and the list information relating to the Lead Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Lead Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇applicable requirements set forth in Section 5.01(b). Notwithstanding anything herein Any financial statement required to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports or calculations with respect Permitted Acquisition to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 2 contracts
Sources: Abl Credit Agreement (Hillman Solutions Corp.), Abl Credit Agreement (Hillman Solutions Corp.)
Other Information. From Such other data and information as from time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as time may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested or by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)Required Lenders. Documents required to be delivered pursuant to this Section 9.01 7.01(a), Section 7.01(b) or Section 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower the Company posts such documents, or provides a link thereto on Borrowerthe Company’s website on the InternetInternet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Borrowerthe Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower that: the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of Borrower the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower The Company hereby agrees that so long as the Company is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) only by marking Borrower Materials “PUBLIC,” Borrower shall (or by expressly authorizing their posting as such in writing), will the Company be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Company or its securities for purposes of United States Federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no Obligation to mark any Borrower represents and warrants Materials “PUBLIC.” Notwithstanding anything to the contrary in this Section 7.01, (a) neither the Company nor its Subsidiaries will be required to make any disclosure to any Creditor Party that it, Holdings (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other direct than the Borrowers or indirect Parent Company and any Subsidiary, of their Subsidiaries or Affiliates) (the prohibition contained in each case, if any, either (x) has no registered or publicly traded securities outstandingwhich was not entered into in contemplation of this provision), or (yii) files its financial statements with is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the SEC and/or makes its financial statements available to potential holders case of Section 7.01(h) only, creates an unreasonably excessive expense or burden on the Company or any of its 144A securities, and, accordingly, Borrower hereby Subsidiaries to produce or otherwise disclose; and (ib)(i) authorizes in the event that the Company delivers (or posts) to the Administrative Agent to make financial statements and other information provided pursuant to clauses an Annual Report for the Company on Form 10-K for any Fiscal Year, as filed with the SEC, within 90 days after the end of such Fiscal Year, such Form 10-K shall satisfy all requirements of paragraph (a) of this Section 7.01 with respect to such Fiscal Year and (ii) in the event that the Company delivers (or posts) to the Administrative Agent a Quarterly Report for the Company on Form 10-Q for any Fiscal Quarter, as filed with the SEC, within 45 days after the end of such Fiscal Quarter, such Form 10-Q shall satisfy all requirements of paragraph (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations 7.01 with respect to Borrower’s compliance with such Fiscal Quarter to the covenants extent that it contains the information required by such paragraph (b); in each case to the extent that information contained hereinin such Form 10-K or Form 10-Q satisfies the requirements of paragraphs (a) or (b) of this Section 7.01, as the case may be.
Appears in 2 contracts
Sources: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Parent Borrower and its Restricted Subsidiaries; provided, however, that none of the Parent Borrower nor any Restricted Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial Trade Secrets or non-financial proprietary information of the Parent Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by any applicable “know your customer” and antiRequirement of Law, (c) that is subject to attorney-money laundering rules and regulations, including client or similar privilege or constitutes attorney work product or (d) in respect of which the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(j)). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower (or a representative thereof) posts such documents, documents (or provides a link thereto thereto) at the website address listed on Borrower’s Schedule 9.01; provided that the Parent Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the Internet; or Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents, (ii) on which such documents are posted delivered by the Parent Borrower to the Administrative Agent for posting on Borrower’s behalf of the Parent Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender , (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available or electronically mailed to the Lenders materials and/or information an address provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information ) or (although it may be sensitive and proprietaryiv) with respect to Borrower any item required to be delivered pursuant to Section 5.01(j) in respect of information filed by Holdings or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect applicable Parent Company and with any Subsidiary, in each case, if any, either (x) has no registered securities exchange or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available to potential holders on the SEC website or the website of its 144A securitiesthe relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses obligations in paragraphs (a) and (b) of this Section 9.01 above5.01 may be satisfied with respect to any financial statements of the Parent Borrower by furnishing (i) the applicable financial statements of Holdings (or any other Parent Company) or (ii) Holdings’ (or any other Parent Company’s), along as applicable, Form 10-K or 10-Q, as applicable, filed with the Credit Documents SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by unaudited consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the list information relating to the Parent Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Parent Borrower as having been fairly presented in all material respects and (ii) agrees to the extent such statements are in lieu of statements required to be provided under Section 5.01(b), such financial statements of Holdings (or the other relevant Parent Company) shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing (which report shall be unqualified as to “going concern” and scope of audit (except for any such qualification pertaining to the maturity of any Indebtedness occurring within the four fiscal quarter period following the relevant audit opinion or any potential inability to satisfy any financial covenant on a future date or in a future period), and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of such Parent Company as at the time dates indicated and its income and cash flows for the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent periods indicated in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇conformity with GAAP). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Credit Agreement (Certara, Inc.), Credit Agreement (Certara, Inc.)
Other Information. From time to timePromptly after any request therefor, (x) such other information or documents regarding the business, operations, assets, liabilities (including contingent liabilities) and financial or otherwise) with respect to condition of the Borrower or any Subsidiary, or compliance with the terms of its Restricted Subsidiaries any Credit Document, as the Administrative Agent or any Lender (may reasonably request. The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through the Administrative Agent) may reasonably request and (y) Platform, any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on the portion of the Platform that is designated for Public Lenders. The Borrower agrees to clearly designate all information and documentation reasonably requested by provided to the Administrative Agent by or any Lender necessary on behalf of the Borrower that is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on the portion of the Platform that is designated for purposes of compliance Lenders who wish to receive material non-public information with applicable “know your customer” respect to the Borrower, the Subsidiaries and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationtheir securities. Notwithstanding the foregoing, neither after an IPO, the obligations in Sections 5.1(a) and (b) may be satisfied with respect to financial information (including any Narrative Report) of the Borrower nor any of and its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) by furnishing the Borrower’s Form 10-K or 10-Q, as applicable, to the extent that filed with the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)SEC. Documents required to be delivered pursuant to this Section 9.01 5.1(a), (b) or (l) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto thereto, on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent)Platform; provided that the Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (Telx Group, Inc.), Credit and Guarantee Agreement (Telx Group, Inc.)
Other Information. From Promptly, from time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any and upon the reasonable written request of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may , such other reasonably request necessary information of the Group Members regarding the operations, business affairs and financial condition (y) including information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including required under the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to Act); provided that nothing in this Section 9.01(j5.01(e) shall require any Group Member to the extent take any action that the provision thereof would violate any lawthird party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, rule or regulation or result in all events, so long as such confidentiality agreement does not relate to information regarding the breach financial affairs of any binding contractual obligation Group Member or the loss compliance with the terms of any professional Loan Document) or waive any attorney-client or similar privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted sent via e-mail to the Administrative Agent for posting on Borrower’s the Borrowers’ behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party or on which the Borrowers have posted such documents on its own website or whether sponsored by the Administrative Agent); provided that Borrower shall notify to which each Lender and the Administrative Agent have access and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsposting. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” whichNotwithstanding anything contained herein, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized reasonable written request of the Administrative Agent, the Lead Arrangers and the Lenders Borrowers shall thereafter promptly be required to treat such Borrower Materials as not containing provide paper copies of any material non-public information (although it may documents required to be sensitive and proprietary) with respect delivered pursuant to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they Section 5.01. Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents or requesting delivery of the Platform designated “Public Side Information”; and (z) paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the Lead Arrangers delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting due on a portion of the Platform not designated “Public Side Informationnext succeeding Business Day.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Transfirst Holdings Corp.), First Lien Credit Agreement (Transfirst Holdings Corp.)
Other Information. From time to timePromptly, and in any case no later than ten (x10) Business Days after any request by the Administrative Agent or any Lender, such other additional information or documents (regarding the business, financial or otherwise) with respect to Borrower corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of its Restricted Subsidiaries the Loan Documents, as the Administrative Agent or any Lender (acting through the Administrative Agent) may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.02(a) and (b) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Auna or either Borrower posts such documents, or provides a link thereto on Borrower’s its website on the InternetInternet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Auna’s or either Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower (x) the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrowers shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of Borrower the Loan Parties hereunder (collectively, “Borrower Borrowers Materials”) by posting Borrower the Borrowers Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Loan Parties or its their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower The Loan Parties hereby agrees agree that it will use commercially reasonable efforts to identify that portion of Borrower all Borrowers Materials that may are to be distributed made available to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by . By marking Borrower Borrowers Materials “PUBLIC,” Borrower the Loan Parties shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Borrowers Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Borrowers Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower . All Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;”; and (z) the . The Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 2 contracts
Sources: Credit & Guaranty Agreement (Auna S.A.), Credit & Guaranty Agreement (Auna S.A.)
Other Information. From time to timePromptly after any request therefor, (x) such other information or documents regarding the business, operations, assets, liabilities (including contingent liabilities) and condition (financial or otherwise) with respect to of the Borrower or any Subsidiary, or compliance with the terms of its Restricted Subsidiaries any Credit Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request request. The Borrower and (y) information and documentation reasonably requested by each Lender acknowledge that certain of the Administrative Agent Lenders may be Public Lenders and, if documents or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents notices required to be delivered pursuant to this Section 9.01 may 5.1 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information will not be posted on the portion of the Platform that is designated for Public Lenders, provided that the Borrower shall make any disclosure required so that each Unrestricted Subsidiary Reconciliation Statement shall be suitable for distribution to Public Lenders. The Borrower agrees to clearly designate all information provided to any Agent by or on behalf of any Credit Party that contains only Public-Side Information, and by doing so shall be deemed to have represented that such information contains only Public-Side Information. If the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Private-Side Information, the Administrative Agent reserves the right to post such document or notice solely on the portion of the Platform that is designated for Private Lenders. Information required to be delivered electronically and if so deliveredpursuant to Section 5.1(a), 5.1(b) or 5.1(l) shall be deemed to have been delivered on the date (i) on which Borrower posts if such documentsinformation, or provides a link thereto on Borrower’s website on the Internet; one or (ii) on which more annual or quarterly reports containing such documents are information, shall have been posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and by the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain or shall be available on the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, SEC at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ and (ii) agrees that or on the website of the Borrower at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇://▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇.▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.▇▇▇, provided, in each case, that the Borrower has no outstanding publicly traded securitiesnotified the Administrative Agent that such information is available on such website and, including 144A securities (it being understood that Borrower if requested by the Administrative Agent, shall have provided hard copies to the Administrative Agent. Information required to be delivered pursuant to this Section 5.1 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. The Administrative Agent shall have no obligation to request that the delivery of or to maintain paper copies of the documents referred to above, and in any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall have no responsibility to monitor compliance by the Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinthis Section 5.1. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.
Appears in 2 contracts
Sources: Second Lien Credit and Guaranty Agreement (Fusion Connect, Inc.), First Lien Credit and Guaranty Agreement (Fusion Connect, Inc.)
Other Information. From Promptly upon transmission thereof, copies of any reportings or filings by the Borrower or any of its Subsidiaries with regulatory agencies (including the Securities and Exchange Commission or any successor thereto (the “SEC”)) but excluding the Public Utility Commission of Texas (and the Federal Energy Regulatory Commission, if applicable); provided that the Borrower shall furnish such reports or filings as the Administrative Agent may reasonably request from time to time, (xii) promptly upon their becoming available, each report and filing made by the Company to holders of other Permitted Secured Indebtedness and (iii) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent on its own behalf or any Lender (through on behalf of the Administrative Agent) Required Lenders may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required from time to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)time. Documents required to be delivered pursuant to this Section 9.01 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will Arranger may, but shall not be obligated to, make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that a private offering or is actively contemplating issuing any such securities (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1512.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.”
Appears in 2 contracts
Sources: Credit Agreement (InfraREIT, Inc.), Credit Agreement (InfraREIT, Inc.)
Other Information. From time to timePromptly, (xi) such other additional information or documents (regarding the business, legal, financial or otherwise) with respect to Borrower corporate affairs of any Loan Party or any of its Restricted Subsidiaries Subsidiary thereof as the Administrative Agent or any Lender (through the Administrative AgentAgent may from time to time reasonably request. Notwithstanding anything to the contrary in this Section 6.02, none of the Borrower Parties will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) may reasonably request and that constitutes non-financial trade secrets or non-financial proprietary information, (yii) information and documentation reasonably requested by in respect of which disclosure to the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j(or their respective representatives or contractors) to the extent that the provision thereof would violate any law, rule is prohibited by Law or regulation or result in the breach of any binding contractual obligation agreement or the loss of any professional privilege; provided (iii) that in the event that Borrower is subject to attorney client or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule similar privilege or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)constitutes attorney work product. Documents required to be delivered pursuant to this Section 9.01 6.01(a), (b), or (c) (or to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s Parent Borrower (or any or Subsidiary the Parent Borrower allowed to be delivered pursuant to the terms hereof) behalf on an Internet the Platform or another relevant internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Parent Borrower shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents described in this paragraph and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents to the extent requested by the Administrative Agent. The Administrative Agent shall have no responsibility to monitor compliance by Parent Borrower, and each Lender shall be solely responsible for timely accessing posted documents. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of each Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency, SyndTrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish only to receive information that (i) is publicly available, (ii) is not material non-public information with respect to the Borrower Parties or their respective securities for purposes of applicable foreign, United States federal and state securities laws with respect to the Parent Borrower or its AffiliatesSubsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-market related activities with respect to such Persons’ securitiessecurities or (iii) constitutes information of a type that would be publicly available if the Borrower Parties were public reporting companies (as determined by the Parent Borrower in good faith) (such information, “Public Side Information”). Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such the Borrower Materials shall be clearly and conspicuously marked “PUBLIC SIDE” or “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC SIDE” or “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC SIDE” or “PUBLIC,” ”, each Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuers and the Lenders to treat such the Borrower Materials as not only containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws Public Side Information (provided, however, that to the extent such the Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1510.08); (y) all Borrower Materials marked “PUBLIC SIDE” or “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC SIDE” or “PUBLIC” as being shall be deemed to contain material non-public information (within the meaning of United States federal and state securities laws) and shall not be suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇)”. Notwithstanding anything herein to the contrary, in no event financial statements delivered pursuant to Sections 6.01(a) and (b) and Compliance Certificates delivered pursuant to Section 6.02(a) shall Borrower request that be deemed to be suitable for posting on a portion of the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPlatform designated “Public Side Information”.
Appears in 2 contracts
Sources: Refinancing Amendment and Second Amendment to Credit Agreement (MeridianLink, Inc.), Credit Agreement (MeridianLink, Inc.)
Other Information. From time to time, (x) such Such other existing information or documents (financial or otherwise) with respect to concerning the Parent Borrower or any of its Restricted Subsidiaries and the Credit Parties as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request and in writing from time to time (ybut no more frequently than once per calendar year); provided that none of the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of any document, information or other matter (i) information and documentation reasonably requested by that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j(or their respective contractors) to the extent that the provision thereof would violate any is prohibited by law, rule or regulation or result in the breach of any binding contractual obligation agreement (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product, (iv) that is otherwise subject to Section 13.16 or the loss of any professional privilege; provided limitations set forth in Section 9.2 or (v) that in requires the event that Parent Borrower or any Credit Party to incur costs in connection with the preparation by a third party of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule any new report or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)assessment. Documents required to be delivered pursuant to clauses (a) and (b) of this Section 9.01 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s website on the Internet; or (ii) on which such documents are posted on the Parent Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) if applicable, such financial statements and/or other documents are posted on the SEC’s website on the internet at w▇▇.▇▇▇.▇▇▇; provided that (A) the Parent Borrower shall notify shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and each Lender (B) the Parent Borrower shall notify (which notification may be by facsimile or electronic mailtransmission) the Administrative Agent of the posting of any such documents and provide to on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent by electronic mail electronic versions (i.e., soft copies) and maintaining its copies of such documents. Borrower hereby acknowledges that Notwithstanding the foregoing, the obligations in clause (a) of this Section 9.1 with respect to the fiscal year ending December 31, 2022 shall be deemed satisfied with respect to financial information of the Parent Borrower and its Subsidiaries by furnishing (A) the financial statements of the Parent Borrower and its Subsidiaries for the period commencing on January 1, 2022 and ending March 25, 2022 (predecessor) and (B) the financial statements of the Parent Borrower and its Subsidiaries for the period commencing on March 25, 2022 and ending December 31, 2022 (successor). Each Credit Party hereby acknowledges and agrees that, unless the Parent Borrower notifies the Administrative Agent and/or the Lead Arrangers will make available in advance, all financial statements and certificates furnished pursuant to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectivelySections 9.1(a), “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders and (each, a “Public Lender”d) may have personnel who do not wish above are hereby deemed to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoingbe suitable for distribution, and who to be made available, to all Lenders and may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) treated by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect nonpublic information; provided that any failure by the Parent Borrower to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) so notify the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning a Default or Event of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinDefault.
Appears in 2 contracts
Sources: Credit Agreement (BIF III US Aggregator (Delaware) LLC), Revolving Credit Agreement (BIF III US Aggregator (Delaware) LLC)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to condition of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) Required Lenders may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed in Section 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of all officer’s certificates delivered pursuant to Section 6.1(c) to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile telecopier, electronic mail or automatic electronic mailnotification via the Borrower’s website) of the posting of any such documents and required to be delivered pursuant to Section 6.1(a), (b) or (d). Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the officer's certificate required by Section 6.1(c) to the Administrative Agent. Except for such officer's certificates required by Section 6.1(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by electronic mail electronic versions (i.e.the Borrower with any such request for delivery, soft copies) and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “"Borrower Materials”") by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform "Platform") and (b) certain of the Lenders may be "public-side" Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa "Public Lender"). The Borrower hereby agrees that, so long as it is the issuer of any outstanding debt or equity securities that it will use commercially reasonable efforts are registered or issued pursuant to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that a private offering or is actively contemplating issuing any such securities, (w) all such Borrower Materials that are to be made available to Public Lenders shall be made available by means of the Platform and shall be clearly and conspicuously marked “"PUBLIC” " which, at a minimum, shall mean that the word “"PUBLIC” " shall appear prominently on the first page thereof; (x) by marking Borrower Materials “"PUBLIC,” " the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (providedlaws, however, it being understood that to the extent certain of such Borrower Materials constitute “Public Side Information,” they shall may be treated as subject to the confidentiality requirements set forth herein and in Section 13.15)the other Credit Documents; (y) all Borrower Materials marked “"PUBLIC” " are permitted to be made available through a portion of the Platform designated “"Public Side Information”; Investor;" and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “"PUBLIC” " as being suitable only for posting on a portion of the Platform not designated “"Public Side Information.” Investor". Notwithstanding the foregoing, the Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has shall be under no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. any Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials "Public".
Appears in 2 contracts
Sources: Credit Agreement (Autozone Inc), Five Year Credit Agreement (Autozone Inc)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither the Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j9.01(k) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that the Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, the Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting any Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of any Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” The Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. The Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ the Borrower has no outstanding publicly traded securities, including 144A securities (it being understood that the Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall the Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to the Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Custom Truck One Source, Inc.), Revolving Credit Agreement (Custom Truck One Source, Inc.)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Administrative Agent may reasonably request from time to time regarding the financial condition or business of the Borrower and its Subsidiaries; provided, however, that none of Holdings, the Borrower nor any Subsidiary shall be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its Restricted Subsidiaries as or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any DIP Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by any applicable “know your customer” and antiRequirement of Law, (c) that is subject to attorney-money laundering rules and regulationsclient or similar privilege or constitutes attorney work product or (d) in respect of which Holdings, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into in contemplation of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach requirements of such binding contractual obligation or the loss of such professional privilegethis Section 5.01(n). Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) posts such documents, documents (or provides a link thereto thereto) at the website address listed on Borrower’s Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(l) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the website address listed on Schedule 9.01 and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks, SyndTrak, Debt Domain or intranet another relevant secure website, if any, to which each DIP Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available or electronically mailed to the Lenders materials and/or information an address provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information ; or (although it may be sensitive and proprietaryiv) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted any item required to be made available through a portion delivered pursuant to Section 5.01(l) above in respect of information filed by the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that itBorrower, Holdings or any other direct or indirect its applicable Parent Company and with any Subsidiary, in each case, if any, either (x) has no registered securities exchange or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements or any analogous Governmental Authority or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K reports), on which such items have been made available to potential holders on the SEC website or the website of its 144A securitiesthe relevant analogous governmental or private regulatory authority or securities exchange. Notwithstanding the foregoing, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses obligations in paragraphs (a) and (b) of this Section 9.01 above5.01 may be satisfied with respect to any financial statements of the Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), along as applicable, Form 10-K or 10-Q, as applicable, filed with the Credit Documents SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the list information relating to the Borrower on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent extent such statements are in writing that lieu of statements required to be provided under Section 5.01(b), such materials do not constitute material non-statements shall be accompanied by a report and opinion of an independent registered public information within accounting firm of nationally recognized standing, which report and opinion shall satisfy the meaning of applicable requirements set forth in Section 5.01(b) as if the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation references to request that any material be posted “the Borrower” therein were references to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinsuch Parent Company.
Appears in 2 contracts
Sources: Superpriority Secured Debtor in Possession Term Loan Credit Agreement (Leslie's, Inc.), Restructuring Support Agreement (Leslie's, Inc.)
Other Information. From time to time, (x) such other information or documents (financial or otherwise) with respect to Lead Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Lead Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Lead Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Lead Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet; or (ii) on which such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Lead Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting any Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Borrowers or its their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Lead Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of any Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Lead Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Borrowers or its their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower the Borrowers hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower The Borrowers will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has the Borrowers have no outstanding publicly traded securities, including 144A securities (it being understood that Borrower the Borrowers shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall the Lead Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s the Borrowers’ compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Revolving Credit Agreement (McGraw Hill, Inc.), Revolving Credit Agreement (McGraw Hill, Inc.)
Other Information. From Promptly, from time to time, (x) such other material information regarding the operations , business affairs and financial condition of any Company or documents (financial or otherwise) the compliance with respect to Borrower or the terms of any of its Restricted Subsidiaries Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) including information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including required under the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilegeAct). Documents required to be delivered pursuant to this Section 9.01 5.01(a)-(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted sent via e-mail to the Administrative Agent for posting on Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower access. Each Lender shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such be solely responsible for timely accessing posted documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) maintaining its copies of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business Day. Borrower hereby acknowledges that (ax) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (by) certain of the Lenders (each, a “may be Public Lender”) Lenders and may have personnel who do not wish to receive material nonMaterial Non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, Public Information and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and will promptly confirm, at the request of the Administrative Agent, whether any Borrower Materials contain Material Non-Public Information and that (wI) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (xII) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Agent and the Lenders to treat such Borrower Materials as not containing any material nonMaterial Non-public information Public Information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (yIII) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side InformationPublic”; and (zIV) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public” and suitable for Lenders that are not Public Side Information.Lenders. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes notifies the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request promptly that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute document contains material non-public information within information: (1) the meaning Loan Documents and (2) notification of changes in the terms of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinCredit Facilities.
Appears in 2 contracts
Sources: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)
Other Information. From time to time, (x) such Such other existing information or documents (financial or otherwise) with respect to concerning the Parent Borrower or any of its Restricted Subsidiaries and the Credit Parties as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request and in writing from time to time (ybut no more frequently than once per calendar year); provided that none of the Borrower nor any Subsidiary will be required to disclose or permit the inspection or discussion of any document, information or other matter (i) information and documentation reasonably requested by that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j(or their respective contractors) to the extent that the provision thereof would violate any is prohibited by law, rule or regulation or result in the breach of any binding contractual obligation agreement (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product, (iv) that is otherwise subject to Section 13.16 or the loss of any professional privilege; provided limitations set forth in Section 9.2 or (v) that in requires the event that Parent Borrower or any Credit Party to incur costs in connection with the preparation by a third party of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule any new report or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)assessment. Documents required to be delivered pursuant to clauses (a) and (b) of this Section 9.01 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s website on the Internet; or (ii) on which such documents are posted on the Parent Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) if applicable, such financial statements and/or other documents are posted on the SEC’s website on the internet at ▇▇▇.▇▇▇.▇▇▇; provided that (A) the Parent Borrower shall notify shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and each Lender (B) the Parent Borrower shall notify (which notification may be by facsimile or electronic mailtransmission) the Administrative Agent of the posting of any such documents and provide to on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent by electronic mail electronic versions (i.e., soft copies) and maintaining its copies of such documents. Borrower hereby acknowledges that Notwithstanding the foregoing, the obligations in clause (a) of this Section 9.1 with respect to the fiscal year ending December 31, 2022 shall be deemed satisfied with respect to financial information of the Parent Borrower and its Subsidiaries by furnishing (A) the financial statements of the Parent Borrower and its Subsidiaries for the period commencing on January 1, 2022 and ending March 25, 2022 (predecessor) and (B) the financial statements of the Parent Borrower and its Subsidiaries for the period commencing on March 25, 2022 and ending December 31, 2022 (successor). Each Credit Party hereby acknowledges and agrees that, unless the Parent Borrower notifies the Administrative Agent and/or the Lead Arrangers will make available in advance, all financial statements and certificates furnished pursuant to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectivelySections 9.1(a), “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders and (each, a “Public Lender”d) may have personnel who do not wish above are hereby deemed to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoingbe suitable for distribution, and who to be made available, to all Lenders and may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) treated by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect nonpublic information; provided that any failure by the Parent Borrower to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) so notify the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning a Default or Event of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinDefault.
Appears in 2 contracts
Sources: Credit Agreement (Csquare, Inc.), u.s. Revolving Credit Agreement (Csquare, Inc.)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to Borrower or condition of any of its Restricted Subsidiaries Consolidated Party as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 7.1(a) or (b) or Section 7.1(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that . Notwithstanding anything contained herein, in every instance the Borrower shall notify be required to provide paper copies of the Officer’s Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender (by facsimile shall be solely responsible for requesting delivery to it or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent, the Syndication Agent and/or the Lead Arrangers will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) may have personnel who Lenders that do not wish to receive material non-public information with respect to the Borrower or its Affiliatessecurities) (each, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securitiesa “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of (x) all Borrower Materials that may are to be distributed made available to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; and (xy) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Syndication Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationInvestor.” Borrower represents and warrants that itNotwithstanding the foregoing, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no not be under any obligation to request that mark any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials “PUBLIC.”
Appears in 2 contracts
Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)
Other Information. From time to timeSuch other certificates, (x) such other reports and information or documents (financial or otherwise) with respect as the Principal Investor Representative or the Administrative Agent (for itself or on behalf of any Lender) may reasonably request from time to time regarding the financial condition or business of the Borrower and its Restricted Subsidiaries; provided, however, that none of Holdings, the Borrower or any Restricted Subsidiary shall be required to disclose or provide any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower or any of its Restricted Subsidiaries as subsidiaries or any of their respective customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent Consent Party or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with their respective representatives) is prohibited by any applicable “know your customer” and antiRequirement of Law, (iii) that is subject to attorney-money laundering rules and regulationsclient or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, including the Patriot Act and Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party (provided such confidentiality obligations were not entered into solely in contemplation of the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any requirements of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law5.01(k)); provided, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided further, that in the event that the Borrower or any of its Restricted Subsidiaries does not provide any certificate, report or information that otherwise would be required requested pursuant to be provided hereunder this clause (k) in reliance on the preceding proviso, the Borrower shall provide notice to the Administrative Consent Party that such exceptioncertificate, report or information is being withheld and the Borrower shall use commercially reasonable efforts to provide notice describe, to the Administrative Agent promptly upon obtaining knowledge that extent both feasible and permitted under applicable Requirements of Law or confidentiality obligations, or without waiving such information is being withheld (but solely if providing such notice would not violate such lawprivilege, rule as applicable, the applicable certificate, report or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)information. Documents required to be delivered pursuant to this Section 9.01 5.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents, documents or (y) provides a link thereto at the website address listed on Borrower’s Schedule 9.01 (as updated from time to time); provided that, other than with respect to items required to be delivered pursuant to Section 5.01(j) above, the Borrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or a link thereto on such website on and provide to the InternetAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; or (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on Borrower’s behalf of the Borrower on an Internet IntraLinks, SyndTrak or intranet another relevant secure website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mailiii) of the posting of any on which such documents and provide are faxed to the Administrative Agent (or electronically mailed to an address provided by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or Agent); or (iv) in respect of the Lead Arrangers will make items required to be delivered pursuant to Section 5.01(j) above in respect of information filed by Holdings, the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form 10-Q Reports and Form 10-K Reports), on which such items have been made available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain SEC website or the website of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower relevant analogous governmental or its Affiliates, private regulatory authority or the respective securities of any of exchange. Notwithstanding the foregoing, and who may be engaged the obligations in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses paragraphs (a) and (b) of this Section 9.01 above5.01 may instead be satisfied with respect to any financial statements of U.S. Borrower by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holdings’ (or any other Parent Company’s), along as applicable, Form 10-K or 10-Q, as applicable, filed with the Credit Documents SEC or any securities exchange, in each case, within the time periods specified in such paragraphs and without any requirement to provide notice of such filing to the Administrative Agent or to any Lender; provided that, with respect to each of clauses (A) and (B), (i) if (1) such financial statements relate to any Parent Company and (2) either (I) such Parent Company (or any other Parent Company that is a subsidiary of such Parent Company) has any third party Indebtedness and/or operations (other than any operations that are attributable solely to such Parent Company’s ownership of the Borrower and its subsidiaries) or (II) there are differences between the financial statements of such Parent Company and its consolidated subsidiaries, on the one hand, and the list Borrower and its consolidated subsidiaries, on the other hand (other than differences which are immaterial, as mutually determined by the Borrower and the Administrative Consent Party), such financial statements or the Form 10-K or Form 10-Q, as applicable, shall be accompanied by consolidating information (which need not be audited) that summarizes in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of Disqualified Lenders, available to Public-▇▇▇▇▇▇ the Borrower as having been fairly presented in all material respects and (ii) agrees that at to the time the extent such statements are in lieu of statements required to be provided under Section 9.01 Financials are provided hereunder5.01(b), they such statements shall already have been, be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting another accounting firm reasonably acceptable to the Administrative Agent Consent Party, which report and opinion shall satisfy the applicable requirements set forth in writing that Section 5.01(b) as if the references to “the Borrower” or the “U.S. Borrower” therein were references to such materials do not constitute material non-public information within the meaning of the federal securities laws Parent Company. No financial statement required to be delivered pursuant to Section 5.01(a) or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower b) shall have no obligation be required to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein include acquisition accounting adjustments relating to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets Transactions or any certificates, reports Permitted Acquisition or calculations with respect other Investment to Borrower’s compliance with the covenants contained hereinextent it is not practicable to include any such adjustments in such financial statement.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Ranpak Holdings Corp.), First Lien Credit Agreement (Ranpak Holdings Corp.)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to condition of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) Required Lenders may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 6.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed on Schedule 10.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, Syndtrak, IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (eachi.e., a “Public Lender”) Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify so long as the Borrower is the issuer of any outstanding debt or equity securities that portion are registered under the Securities Exchange Act of Borrower Materials that may be distributed to the Public Lenders and that 1934 and/or publicly traded on a registered securities exchange or in a generally accepted over-the-counter market, or is actively contemplating issuing any such securities, (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws Securities Laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.15)10.14; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” ”. Notwithstanding the foregoing, the Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has shall be under no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securitiesany Borrower Materials “PUBLIC”. Borrower will not request that Notwithstanding any other material provision contained herein, nothing in this paragraph shall be posted deemed to Public-▇▇▇▇▇▇ without expressly representing and warranting authorize or otherwise encourage any Lender to effect any transaction in the Administrative Agent Borrower’s publicly traded securities while in writing that such materials do not constitute material possession of any information of a non-public information within nature that is included in any Borrower Materials designated as “PUBLIC” in the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinPlatform.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Autozone Inc), 364 Day Credit Agreement (Autozone Inc)
Other Information. From Promptly, from time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any and upon the reasonable written request of its Restricted Subsidiaries as the Administrative Agent or any Lender the Required Lenders, other reasonably requested (through the Administrative Agent) may reasonably request and (yin writing) information of the Group Members regarding the operations, business affairs and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, financial condition (including information required under the Patriot Act and or updates to the information required under the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to Certification); provided that nothing in this Section 9.01(j5.01(e) shall require any Group Member to the extent take any action that the provision thereof would violate any lawRequirement of Law or any third party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, rule or regulation or result in all events, so long as such confidentiality agreement does not relate to information regarding the breach financial affairs of any binding contractual obligation Group Member or the loss compliance with the terms of any professional Loan Document), waive any attorney-client or similar privilege; provided that in the event that Borrower , or disclose any attorney work product or any of its Restricted Subsidiaries does not provide information item that otherwise would be required to be provided hereunder in reliance on such exceptionconstitutes non-registered Intellectual Property, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule non-financial trade secrets or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)non-financial proprietary information. Documents required to be delivered pursuant to this Section 9.01 5.01(a) through Section 5.01(e) may be (1) satisfied by delivery of the applicable financial statements or other information of any other direct or indirect equityholder of the Borrowers (provided that, to the extent such information is provided with respect to a direct or indirect equityholder of the Borrowers other than Holdings, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such equityholder, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries, on the other hand, (2) satisfied, as applicable, by the delivery of the Form 10-K, 10-Q, or 8-K of Holdings or any other direct or indirect equityholder of the Borrowers, filed with the SEC, and/or (3) delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted sent via e-mail to the Administrative Agent for posting on Borrower’s the Borrowers’ behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender (other than any Lender not permitted to access such website in accordance with the provisions hereof or of any other Loan Document) and the Administrative Agent have access or the date on which the Borrowers have posted such documents on their own website to which each Lender (whether a commercial, third-party other than any Lender not permitted to access such website in accordance with the provisions hereof or whether sponsored by the Administrative Agent); provided that Borrower shall notify of any other Loan Document) and the Administrative Agent have access and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to notified the Administrative Agent in writing (including by electronic mail electronic versions (i.e., soft copiesemail) of such documentsposting. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” whichNotwithstanding anything contained herein, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized reasonable written request of the Administrative Agent, the Lead Arrangers and the Lenders Borrowers shall thereafter promptly be required to treat such Borrower Materials as not containing any material non-public information provide copies (although it which may be sensitive and proprietaryby facsimile or other electronic transmission, including email) with respect of any documents required to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that be delivered pursuant to the extent such Borrower Materials constitute “Public Side Information,” they Section 5.01. Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents and maintaining its copies of such documents. If the delivery of any of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting due on a portion of the Platform not designated “Public Side Informationnext succeeding Business Day.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Solera Corp.), Credit Agreement (Solera Corp.)
Other Information. From time to timePromptly, (x) such additional financial and other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through Agent, at the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required Lender, may from time to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)time reasonably request. Documents required to be delivered pursuant to this Section 9.01 7.01(a) or (b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed on Schedule 11.02 or on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) deliver paper copies of the posting of any such documents and provide to the Administrative Agent upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by electronic mail electronic versions (i.e., soft copies) the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery of such documentsor to maintain paper copies of the documents referred to above. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information MNPI with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify so long as the Borrower is the issuer of any outstanding debt or equity securities that portion of Borrower Materials that may be distributed to the Public Lenders and that are registered (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information MNPI (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it”. Notwithstanding the foregoing, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have be under no obligation to request that mark any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials “PUBLIC.”
Appears in 2 contracts
Sources: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)
Other Information. From Promptly from time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of concerning the Parent and its Restricted Subsidiaries as any Lender or the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 7.01(a) or (b) or Section 7.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower the Parent posts such documents, or provides a link thereto on Borrowerthe Parent’s website on the InternetInternet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Borrowerthe Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower that: (i) the Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Parent to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Parent shall notify the Administrative Agent and each Lender (by facsimile telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent and/or the Lead Arrangers Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Parent or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower The Borrowers hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and agree that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower the Borrowers shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Parent or its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated marked as “Public Side Information.” Borrower represents and warrants that itNotwithstanding the foregoing, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has the Borrowers shall be under no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available obligation to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. any Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials “PUBLIC.”
Appears in 2 contracts
Sources: Credit Agreement (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)
Other Information. From time to timeWith reasonable promptness upon any such request, (x) such other information regarding the business, properties or documents (financial or otherwise) with respect to condition of the Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege)request. Documents required to be delivered pursuant to this Section 9.01 7.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the InternetInternet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that that: the Borrower shall notify deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, Debtdomain and/or DX Syndicate or another similar electronic system (the Platform and (b) certain of the Lenders (each, a “Public LenderPlatform”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 2 contracts
Sources: Bridge Credit Agreement, Bridge Credit Agreement (Southern Co)
Other Information. From It shall provide to the Administrative Agent or cause to be provided to the Administrative Agent:
(i) within three (3) Business Days after a Responsible Officer of the Servicer obtains actual knowledge of the occurrence and continuance of any (A) Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such Default shall not itself result in an Event of Default), (B) Event of Default, (C) event or occurrence that has resulted or could reasonably be expected to result in a Material Adverse Effect, (D) Revaluation Event, (E) receipt of notice from the agent on a Collateral Loan that the related Obligor has defaulted (beyond applicable grace periods) in the payment of principal or interest or (F) Collateral Loan that ceases to be an Eligible Collateral Loan, a certificate of a Responsible Officer of the Servicer setting forth the details thereof and the action which the Servicer is taking or proposes to take with respect thereto;
(ii) from time to time, time such additional information regarding the Collateral (xincluding reasonably detailed calculations of each Coverage Test) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender the Required Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden or expense;
(iii) a Borrowing Base Calculation Statement on (A) each date on which the Servicer sells or substitutes (or commits to sell or substitute, as the case may be) any Collateral Loan and (yB) information and documentation reasonably requested the date on which the Servicer obtains knowledge of any Material Modification or Revaluation Event to a Collateral Loan or that a Collateral Loan has become a Defaulted Collateral Loan;
(iv) promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender necessary for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer,” and anti-money laundering and sanctions rules and regulations, including the Patriot Act and PATRIOT Act; and
(v) within two (2) Business Days after a Responsible Officer of the Beneficial Ownership Regulation. Notwithstanding the foregoingServicer obtains actual knowledge thereof, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions settlement of, material judgment (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, including a “Public Lender”) may have personnel who do not wish to receive material non-public information judgment with respect to Borrower the liability phase of a bifurcated trial) in or its Affiliatescommencement of any material labor controversy, material litigation, material action, material suit or material proceeding before any court or governmental department, commission, board, bureau, agency or USActive 56468589.1056468589.17 instrumentality, domestic or foreign, directly and adversely affecting the in any material respect the Collateral (taken as a whole), the Facility Documents, or any Secured Party’s interest in the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationCollateral.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Blackstone Private Credit Fund)
Other Information. From The Collateral Manager shall provide to the Agents or cause to be provided to the Agents (with additional copies for each Lender):
(i) within two Business Days after a Responsible Officer of the Collateral Manager obtains actual knowledge of the occurrence and continuance of any (A) Default, (B) Event of Default, (C) Potential Collateral Manager Termination Event, (D) Collateral Manager Termination Event or (E) any material breach by the Borrower or the Parent of any representations, warranties, agreements or covenants hereunder or under the Purchase and Contribution Agreement, a certificate of a Responsible Officer setting forth the details thereof and the action which the Collateral Manager is taking or proposes to take with respect thereto;
(ii) from time to timetime such additional information regarding the Collateral (including reasonably detailed calculations of each Coverage Test, (xthe Collateral Quality Test and the Maximum Advance Rate Default Test) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender the Required Lenders (through the Administrative Agent) may reasonably request if reasonably available without undue burden or expense and able to be disclosed by the Collateral Manager;
(iii) a Borrowing Base Calculation Statement on (A) each date on which the Collateral Manager sells or substitutes (or commits to sell or substitute, as the case may be) any Collateral Loan, (B) the date on which the Collateral Manager obtains knowledge of any Material Modification to a Collateral Loan or that a Collateral Loan has become a Defaulted Collateral Loan to the extent that the Borrowing Base has changed as a result of such Material Modification or as a result of such Collateral Loan becoming a Defaulted Collateral Loan and (yC) information and documentation each other date reasonably requested by the Administrative Agent upon at least two (2) Business Days’ notice to the Collateral Manager; and
(iv) promptly following any reasonable request by the Administrative Agent or any Lender, all documentation and other information that the Administrative Agent or such Lender necessary for purposes of compliance requests in order to comply with its ongoing obligations under applicable “know your customer” and ”, anti-money laundering rules and regulationssanctions Laws, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side InformationPATRIOT Act.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Main Street Capital CORP)
Other Information. From Such other information respecting the financial condition of either Borrower or any property of either Borrower in which Lender may have a Lien as Lender may, from time to time, (x) such reasonably request. Each Borrower authorizes Lender to communicate directly with each Borrower's independent certified public accountants and authorizes those accountants to disclose to Lender any and all financial statements and other information or documents (financial or otherwise) of any kind that they may have with respect to either Borrower and its business and financial and other affairs. Each Borrower shall deliver a letter addressed to such accountants instructing them to comply with the provisions of this Section. Lender shall treat all non-public documents and information marked "Confidential" ("Confidential Information") so obtained or provided by each Borrower or its agents, representatives or certified public accountants as confidential and will hold and will cause its respective employees, agents and representatives to hold in confidence all such Confidential Information concerning either Borrower, its Affiliates, Always-On Software, Inc., Methoda, Ltd., and T3 Media except: (i) when Lender is required to disclose pursuant to Governmental Rules, (ii) when Lender is compelled to disclose by judicial or administrative process, (iii) when deemed necessary by Lender in its discretion to enforce this Agreement or any of its Restricted Subsidiaries as the Administrative Agent other Loan Documents, and (iv) in connection with the sale of participations in or the assignment of all or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes part of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result Lender's interest in the breach of Loans. Lender will not release or disclose such Confidential Information to any binding contractual obligation or other person, except its auditors, attorneys, financial advisors and other consultants, advisors, agents and representatives. If the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does transactions contemplated by this Agreement are not provide information that otherwise would be required to be provided hereunder in reliance on consummated, such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 may be delivered electronically and if so delivered, confidence shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet websitemaintained and, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided requested by or on behalf of Borrower hereunder (collectivelyeither Borrower, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoingLender will, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially all reasonable efforts to identify that portion of Borrower Materials that may be distributed cause its auditors, attorneys, financial advisors and other consultants, agents and representatives to, return to the Public Lenders applicable Borrower or destroy, at Borrowers' cost and that (w) expense, all copies of all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Confidential Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
Appears in 1 contract
Sources: Loan and Security Agreement (A Consulting Team Inc)
Other Information. From time to time, Such additional information (xa) such other information or documents (financial or otherwise) with respect to Borrower regarding the business operations of any Loan Party or any of its Material Subsidiary that is a Restricted Subsidiaries Subsidiary as the Administrative Agent and/or the Revolving Agent may from time to time on its own behalf or any Lender (through on behalf of the Administrative Agent) may Required Lenders reasonably request and (yb) information and documentation as may be reasonably requested by the Administrative Agent, the Revolving Agent or any Lender necessary through the Administrative Agent or the Revolving Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) to the extent that the provision thereof would violate any law, rule or regulation or result in the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 6.01 or Section 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower the Borrowers (or Holdings or any Qualified Reporting Subsidiary or Parent Entity) posts such documents, or provides a link thereto thereto, on Borrowerthe Borrowers’ (or Holdings’ any Qualified Reporting Subsidiary’s or Parent Entity’s) website on the Internet; , or (ii) on which such documents are posted on Borrower’s the Borrowers’ behalf on an Internet Syndtrak or intranet another relevant website, if any, to which each Lender Lender, the Revolving Agent and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent or the Revolving Agent); provided that Borrower the Borrowers shall notify (which may be by electronic mail) the Administrative Agent and each Lender (by facsimile or electronic mail) and/or the Revolving Agent of the posting of any such documents and provide to the Administrative Agent and/or the Revolving Agent, as applicable, by electronic mail electronic versions (i.e., soft copies) of such documents. Borrower Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and/or the Revolving Agent and maintaining its copies of such documents. The Borrowers hereby acknowledges acknowledge that (a) the Administrative Agent, the Revolving Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public any information with respect to Borrower Holdings or its AffiliatesSubsidiaries, or the respective securities of any of the foregoing, that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Persons’ Person’s securities. Borrower The Borrowers hereby agrees agree that it will use commercially reasonable efforts to identify that portion of (i) all Borrower Materials that may are to be distributed made available to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofthereof (and by doing so shall be deemed to have represented that such information contains only Public-Side Information); (xii) by marking Borrower Materials “PUBLIC,” Borrower the Borrowers shall be deemed to have authorized the Administrative Agent and the Revolving Agent, the Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material nononly Public-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes of United States Federal and state securities laws Side Information (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.08); (yiii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Public-Side Information”; and (ziv) the Administrative Agent, the Revolving Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.that
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Other Information. From time to timetime (i) promptly following any request therefor, (x) such other information or documents (financial or otherwise) with respect to Borrower or any of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” and requirements under the Act, the Beneficial Ownership Regulation or other applicable anti-money laundering rules laws and regulations, (ii) such other information concerning the Company and its Subsidiaries (including the Patriot Act material financial and the Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to this Section 9.01(j) management reports submitted to the extent that Company by independent auditors in connection with each annual or interim audit made by such auditors of the provision thereof would violate any law, rule or regulation or result in books of the breach of any binding contractual obligation or the loss of any professional privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to Company) as the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in any Lender through the breach of such binding contractual obligation or the loss of such professional privilege)Administrative Agent may reasonably request. Documents required to be delivered pursuant to this Section 9.01 7.01(a), 7.01(b) or 7.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower the Company posts such documents, or provides a link thereto thereto, on Borrowerthe Company’s website on the InternetInternet at the website address listed on Schedule 11.02 or publicly files such documents with the SEC; or (ii) on which such documents are (A) available on the website of the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or (B) posted on a Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-third party website or whether sponsored by the Administrative Agent); provided that Borrower in the case of documents that are not available on ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, the Company shall notify the Administrative Agent and each Lender (which may be by facsimile or electronic mail) the Administrative Agent (which shall notify each Lender) of the posting of any such documents and document and, promptly upon request by the Administrative Agent, provide to the Administrative Agent by electronic mail an electronic versions version (i.e., a soft copiescopy) of any such document specifically requested by the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Borrower The Company hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the Platform “Platform”) and (b) certain of the Lenders (each, each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower The Company hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower the Company shall be deemed to have authorized the Administrative Agent, the Lead Arrangers Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower the Company or its securities for purposes of United States Federal federal and state securities laws (provided, however, that to the extent such any Borrower Materials constitute “Public Side Information,” , they shall be treated as set forth in Section 13.1511.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; ;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on on, and shall only post such Borrower Materials on, a portion of the Platform not designated as “Public Side Information.” Borrower represents and warrants that itNotwithstanding the foregoing, Holdings or any other direct or indirect Parent the Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have under no obligation to request that mark any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained hereinMaterials “PUBLIC.”
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Sources: Credit Agreement (Brady Corp)
Other Information. From Promptly, from time to time, (x) such other information or documents (financial or otherwise) with respect to Borrower or any and upon the reasonable written request of its Restricted Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information and documentation , such other reasonably requested by information of the Administrative Agent or any Lender necessary for purposes of compliance with applicable “know your customer” Group Members regarding the operations, business affairs and anti-money laundering rules and regulations, financial condition (including information required under the Patriot Act and the or Beneficial Ownership Regulation. Notwithstanding the foregoing, neither Borrower nor any of its Restricted Subsidiaries will be required to provide any information pursuant to ); provided that nothing in this Section 9.01(j5.01(e) shall require any Group Member to the extent take any action that the provision thereof would violate any lawthird party customary confidentiality agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, rule or regulation or result in all events, so long as such confidentiality agreement does not relate to information regarding the breach financial affairs of any binding contractual obligation Group Member or the loss compliance with the terms of any professional Loan Document) or waive any attorney-client or similar privilege; provided that in the event that Borrower or any of its Restricted Subsidiaries does not provide information that otherwise would be required to be provided hereunder in reliance on such exception, Borrower shall use commercially reasonable efforts to provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such law, rule or regulation or result in the breach of such binding contractual obligation or the loss of such professional privilege). Documents required to be delivered pursuant to this Section 9.01 5.01(a) through Section 5.01(e) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet; or (ii) on which such documents are posted sent via e-mail to the Administrative Agent for posting on Borrower’s the Borrowers’ behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access (whether a commercial, third-party or the date on which the Borrowers have posted such documents on their own website or whether sponsored by the Administrative Agent); provided that Borrower shall notify to which each Lender and the Administrative Agent have access and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to notified the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsposting. Borrower hereby acknowledges that (a) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” whichNotwithstanding anything contained herein, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized reasonable written request of the Administrative Agent, the Lead Arrangers and the Lenders Borrowers shall thereafter promptly be required to treat such Borrower Materials as not containing provide paper copies of any material non-public information (although it may documents required to be sensitive and proprietary) with respect delivered pursuant to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute “Public Side Information,” they Section
5.01. Each Lender shall be treated as set forth in Section 13.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion solely responsible for timely accessing posted documents or requesting delivery of the Platform designated “Public Side Information”; and (z) paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. If the Lead Arrangers delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be entitled to treat Borrower Materials that are not marked “PUBLIC” as being suitable only for posting due on a portion of the Platform not designated “Public Side Informationnext succeeding Business Day.” Borrower represents and warrants that it, Holdings or any other direct or indirect Parent Company and any Subsidiary, in each case, if any, either (x) has no registered or publicly traded securities outstanding, or (y) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, Borrower hereby (i) authorizes the Administrative Agent to make financial statements and other information provided pursuant to clauses (a) and (b) of this Section 9.01 above, along with the Credit Documents and the list of Disqualified Lenders, available to Public-▇▇▇▇▇▇ and (ii) agrees that at the time the Section 9.01 Financials are provided hereunder, they shall already have been, or shall substantially concurrently be, made available to holders of its securities. Borrower will not request that any other material be posted to Public-▇▇▇▇▇▇ without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that ▇▇▇▇▇▇▇▇ has no outstanding publicly traded securities, including 144A securities (it being understood that Borrower shall have no obligation to request that any material be posted to Public-▇▇▇▇▇▇). Notwithstanding anything herein to the contrary, in no event shall Borrower request that the Administrative Agent make available to Public-▇▇▇▇▇▇ budgets or any certificates, reports or calculations with respect to Borrower’s compliance with the covenants contained herein.
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