Common use of Other Information Clause in Contracts

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 12 contracts

Samples: Credit Agreement (Public Service Co of New Mexico), Term Loan Agreement (PNM Resources Inc), Term Loan Agreement (Public Service Co of New Mexico)

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Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Parent posts such documents, or provides a link thereto on the BorrowerParent’s website on the Internet 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‑party 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 9 contracts

Samples: Term Loan Credit Agreement (Texas New Mexico Power Co), Term Loan Credit Agreement (PNM Resources Inc), Credit Agreement (Texas New Mexico Power Co)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑party 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 7 contracts

Samples: Term Loan Agreement (PNM Resources Inc), Term Loan Agreement (PNM Resources Inc), Term Loan Agreement (Texas New Mexico Power Co)

Other Information. With reasonable promptness upon Such other data and information as from time to time may be reasonably requested by the Administrative Agent or any such request, such other information regarding Lender (through the business, properties Administrative Agent) or financial condition of by the Borrower as the Lenders may reasonably requestRequired Lenders. Documents required to be delivered pursuant to Section 7.1(a7.01(a), (bSection 7.01(b) or (dSection 7.01(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.111.02; or (ii) on which such documents are posted on the BorrowerCompany’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: (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 Company shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 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. 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” (or by expressly authorizing their posting as such in writing), will the Company be deemed to have authorized the Administrative Agent, the 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 Company or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (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 Arrangers shall 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 xxxx any Borrower 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 (i) is prohibited by law or any bona fide confidentiality agreement in favor of a Person (other than the Borrowers or any of their Subsidiaries or Affiliates) (the prohibition contained in which was not entered into in contemplation of this provision), or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product or (iii) in the case of Section 7.01(h) only, creates an unreasonably excessive expense or burden on the Company or any of its Subsidiaries to produce or otherwise disclose; and (b)(i) in the event that the Company delivers (or posts) to the Administrative Agent 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 7.01 with respect to such Fiscal Quarter to the extent that it contains the information required by such paragraph (b); in each case to the extent that information contained in 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

Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b7.1(b) or (d7.1(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑party 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 4 contracts

Samples: Credit Agreement (Public Service Co of New Mexico), And Restatement of Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Texas New Mexico Power Co)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), ) or (b) or (dSection 7.1(g) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.1Internet; 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s CertificateCertificates, 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, the Syndication Agent and/or the 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”) 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”). The Borrower hereby agrees that (x) all 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; and (y) the Administrative Agent, the Syndication Agent and the 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 Investor.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 4 contracts

Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 's website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s '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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s 's Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s 's Certificate, 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.

Appears in 4 contracts

Samples: Credit Agreement (PNM Resources Inc), Term Loan Agreement (PNM Resources Inc), Credit Agreement (PNM Resources Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (df) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower PotlatchDeltic posts such documents, or provides a link thereto on the BorrowerPotlatchDeltic’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, PotlatchDeltic 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 (Bii) the Borrower PotlatchDeltic shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower PotlatchDeltic shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 3 contracts

Samples: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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 the Lender and the Administrative Agent have has access (whether a commercial, third‑party third-party website or whether sponsored by the Administrative AgentLender); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that if the Lender 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 telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent Lender 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 Officer’s Certificate required by Section 7.1(c) to the Administrative AgentLender. Except for such Officer’s Certificate, the Administrative Agent Lender 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.

Appears in 2 contracts

Samples: Term Loan Agreement (Public Service Co of New Mexico), Term Loan Agreement (PNM Resources Inc)

Other Information. With reasonable promptness upon any such request, such Such other information regarding respecting the business, properties or Collateral, or the condition or operations, financial condition or otherwise, of the Borrower and its Subsidiaries as the Lenders Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. Documents required to be delivered pursuant to this Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 5.06 may be delivered electronically and, in the case of Sections 5.06(a), 5.06(b), 5.06(f) and if so delivered, 5.06(g) shall be deemed to have been delivered on the date (i) on which the Borrower posts if such documents, or provides one or more annual, quarterly or other reports or filings containing such documents (including, in the case of certifications required pursuant to Section 5.06(b), the certifications accompanying any such quarterly report pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002), (i) shall have been posted or provided a link thereto to on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or at xxxx://xxx.xxxxxxxx.xxx, (ii) shall be available on which such documents are the website of the SEC at xxxx://xxx.xxx.xxx or (iii) shall have been posted on the 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 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the The Administrative Agent shall not have no an 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 represents that it is subject to periodic reporting requirements under the Securities Exchange Act of 1934, and, accordingly, the Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency or another similar electronic system (the “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, its Subsidiaries or their securities) (each, a “Public Lender”). If any Borrower Materials are designated by the Loan Parties as “PRIVATE”, such Borrower Materials will not be made available to that portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to Borrower, its Subsidiaries or their securities for purposes of United States Federal and State securities laws. The Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PRIVATE” or “CONFIDENTIAL” as not containing any material non-public information with respect to the Borrower, its Subsidiaries or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07). The Borrower shall not be entitled to request that any material be posted to Public-Xxxxxx unless the Borrower has represented to the Administrative Agent (if requested by the Administrative Agent, in writing) that such materials do not constitute material non-public information within the meaning of the federal securities laws.

Appears in 2 contracts

Samples: Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower or any of its Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.110.1; 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 Arrangers 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”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., 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 Person’s securities) (each, a “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 under the Securities Exchange Act of 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 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 Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 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 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 shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. Notwithstanding any other provision contained herein, nothing in this paragraph shall be deemed to authorize or otherwise encourage any Lender to effect any transaction in the Borrower’s publicly traded securities while in possession of any information of a non-public nature that is included in any Borrower Materials designated as “PUBLIC” in the Platform.

Appears in 2 contracts

Samples: Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower Parent Guarantor as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Parent Guarantor posts such documents, or provides a link thereto on the BorrowerParent Guarantor’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the BorrowerParent Guarantor’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: (A) the Borrower shall deliver deliver, or cause to be delivered, 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (PNM Resources Inc), Term Loan Credit Agreement (PNM Resources Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the such Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the a Borrower posts such documents, or provides a link thereto on the such Borrower’s 's website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the such Borrower’s '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 a Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the such 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 a Borrower shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the a Borrower shall be required to provide paper copies of the Officer’s 's Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s 's Certificate, 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 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.

Appears in 2 contracts

Samples: Credit Agreement (PNM Resources Inc), Credit Agreement (PNM Resources Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b7.1(b) or (d7.1(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 2 contracts

Samples: And Restatement of Credit Agreement (Texas New Mexico Power Co), Credit Agreement (Texas New Mexico Power Co)

Other Information. With reasonable promptness upon From time to time (i) promptly following any such requestrequest therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws and (ii) such other information regarding concerning the business, properties Company and its Subsidiaries (including material financial and management reports submitted to the Company by independent auditors in connection with each annual or financial condition interim audit made by such auditors of the Borrower books of the Company) as the Lenders Administrative Agent or any Lender through the Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a7.01(a), (b7.01(b) or (d7.01(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto thereto, on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.111.02 or publicly files such documents with the SEC; or (ii) on which such documents are (A) available on the website of the SEC at xxxx://xxx.xxx.xxx or (B) posted on the 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‑party third party website or whether sponsored by the Administrative Agent); provided that: that in the case of documents that are not available on xxxx://xxx.xxx.xxx, the Company shall notify (Awhich may be by facsimile or electronic mail) 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 which shall notify the Administrative Agent and each Lender (by telecopier or electronic mailLender) 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 documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required document specifically requested by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 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 Arrangers 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 Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (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 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. The Company hereby agrees that (w) all 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 Company shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent any Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (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 Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on, and shall only post such Borrower Materials on, a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 2 contracts

Samples: Credit Agreement (Brady Corp), Credit Agreement (Brady Corp)

Other Information. With reasonable promptness upon any such requestPromptly from time to time, such other information regarding concerning the business, properties Parent and its Subsidiaries as any Lender or financial condition of the Borrower as the Lenders Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), 7.01(a) or (b) or (dSection 7.02(b) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Parent posts such documents, or provides a link thereto on the BorrowerParent’s website on the Internet at the website address listed on Schedule 11.111.02; or (ii) on which such documents are posted on the BorrowerParent’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: (Ai) the Borrower Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Borrower 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 (Bii) the Borrower Parent shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 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. The Borrowers hereby agree that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Parent or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (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 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 marked as “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 2 contracts

Samples: Credit Agreement (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)

Other Information. With reasonable promptness upon any such requestPromptly, from time to time, such other information regarding the businessoperations, properties or business affairs and financial condition of any Company, or compliance with the Borrower terms of any Loan Document, as the Lenders Administrative Agent or any Lender may reasonably request. Documents Notwithstanding anything contained herein, documents required to be delivered pursuant to Section 7.1(a5.01(a), (b) or (de) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Holdings posts such documents, or provides a link thereto on the Borrower’s Holdings’ website on the Internet at the website address listed on Schedule 11.1xxxx://xxx.xxxxxxxx.xxx; or (ii) on which such documents are posted on the Borrower’s Holdings’ 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, a regulatory agency’s website or whether sponsored by the Administrative Agent); provided that: that (Ai) the Borrower upon request, Holdings shall deliver paper copies of such documents to the Administrative Agent or any Lender for further distribution to the Lenders that requests the Borrower request Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Holdings shall notify the Administrative Agent and Agent, which will notify each Lender Lender, (by telecopier facsimile or other form of electronic mailcommunication) of the posting of any such documents and and, upon request, 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 Holdings shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c5.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 Holdings 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.

Appears in 2 contracts

Samples: Credit Agreement (Rovi Corp), Credit Agreement (Rovi Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower or any of its Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.110.1; 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 Arrangers 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”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., 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 Person’s securities) (each, a “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 under the Securities Exchange Act of 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 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 Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 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 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 shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. Notwithstanding any other provision contained herein, nothing in this paragraph shall be deemed to authorize or otherwise encourage any Lender to effect any transaction in the Borrower’s publicly traded securities while in possession of any information of a non-public nature that is included in any Borrower Materials designated as “PUBLIC” in the Platform.

Appears in 2 contracts

Samples: Day Credit Agreement (Autozone Inc), Day Credit Agreement (Autozone Inc)

Other Information. With reasonable promptness upon any such request, such Such other information regarding respecting the business, properties or financial condition or results of operations of the Borrower or any of its Subsidiaries as the Lenders Administrative Agent, or any Lender through the Administrative Agent, may from time to time reasonably request. Documents Financial statements required to be delivered pursuant to Section 7.1(a), (b5.03(b) or (dc) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) or 5.03(h) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent or the Borrower posts files such documentsdocuments on the SEC’s XXXXX system (or any successor thereto) or any other publicly available database maintained by the SEC, or provides a link thereto on the BorrowerParent’s website on the Internet at Internet, to which each Lender and the website address listed on Schedule 11.1Administrative Agent have access; 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 third-party website or whether sponsored by the Administrative Agent); provided that: (A) that upon the written request of the Administrative Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests such Lender, as 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 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 documentscase may be. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents financial statements 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.

Appears in 2 contracts

Samples: Credit Agreement (Td Ameritrade Holding Corp), Credit Agreement (Td Ameritrade Holding Corp)

Other Information. With reasonable promptness upon any such requestPromptly, such additional financial and other information regarding the business, properties or financial condition of the Borrower as the Lenders Administrative Agent, at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a), 7.01(a) or (b) or (dSection 7.02(c) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.111.02; 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: (Ai) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its written 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the The Administrative Agent shall have no obligation to request the delivery of or 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 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, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive MNPI with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in any event shall have no responsibility investment and other market-related activities with respect to monitor compliance by such Persons’ securities. The Borrower hereby agrees that so long as the Borrower with is the issuer of any such request for delivery, and each Lender outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be solely responsible 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, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to the Borrower or its securities for requesting delivery purposes of United States federal and state securities laws (provided, however, that to it or maintaining its copies the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documentsthe 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”. Notwithstanding the foregoing, the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) 7.1 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 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‑party 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 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 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 documentsLender. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 the Lead 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”).

Appears in 1 contract

Samples: Bridge Credit Agreement (Southern Co)

Other Information. With reasonable promptness upon any such request, From time to time such other information regarding the business, properties or financial condition of the Borrower concerning Max Capital and its Subsidiaries as the Lenders Administrative Agent or any Lender through the Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b6.01(a)(i) or (dii) or Section 6.01(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts Borrowers post such documents, or provides provide a link thereto on the BorrowerMax Capital’s or Max Bermuda’s respective website on the Internet at the respective website address listed on Schedule 11.111.02; or (ii) on which such documents are posted on the Borrower’s 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower 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 (Bii) the Borrower Borrowers shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Borrowers shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(h) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “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 either Borrower or its securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the Fronting Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to either Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the 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 Investor.

Appears in 1 contract

Samples: Credit Agreement (ALTERRA CAPITAL HOLDINGS LTD)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑party 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 Agent, the L/C Issuer 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 Agent, the L/C Issuer or such Lender and (B) the Borrower shall notify the Administrative Agent Agent, the L/C Issuer and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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 the L/C Issuer and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Appears in 1 contract

Samples: Lease (PNM Resources Inc)

Other Information. With reasonable promptness upon any such requestPromptly, from time to time, such other information regarding the businessoperations, properties or business affairs and financial condition of any Company, or compliance with the Borrower terms of any Loan Document, as the Lenders Administrative Agent or any Lender may reasonably request. Documents Notwithstanding anything contained herein, documents required to be delivered pursuant to Section 7.1(a5.01(a), (b) or (de) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Holdings posts such documents, or provides a link thereto on the Borrower’s Holdings’ website on the Internet at the website address listed on Schedule 11.1xxxx://xx.xxxxxxxx.xxx/irweblinkx/docs.aspx?iid=4206196; or (ii) on which such documents are posted on the Borrower’s Holdings’ 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, a regulatory agency’s website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower Holdings shall deliver paper copies of such documents to the Administrative Agent or any Lender for further distribution to the Lenders that requests the Borrower request Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Holdings shall notify the Administrative Agent and each Lender (by telecopier facsimile or other form of electronic mailcommunication) 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 Holdings shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c5.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 Holdings 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.

Appears in 1 contract

Samples: Credit Agreement (Rovi Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower Consolidated Parties as the Agent or the Required Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b7.1(b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission7.1(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Airgas posts such documents, or provides a link thereto documents on the Borrower’s Securities and Exchange Commission website on the Internet or Airgas’ website at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s Airgas’ 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: (Ai) the Borrower if such Person does not have access to such websites, Airgas shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower Airgas to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Airgas shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and and, if requested by the Agent, 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 Airgas shall be required to provide paper copies of the Officer’s Certificate compliance certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificatecompliance 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 Airgas 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 that (a) the Agent and/or MLPFS will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 Airgas 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 (w) all 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 Borrowers shall be deemed to have authorized the Agent, MLPFS, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.14); (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 Agent and MLPFS 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 marked as “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Airgas Inc)

Other Information. With Promptly upon filing thereof, copies of any filings (including on Form 10-K, 10-Q or 8-K) or registration statements with, and reports to, the SEC or any analogous Governmental Authority in any relevant jurisdiction by any Loan Party or any of the Restricted Subsidiaries (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 copies of all financial statements, proxy statements, notices and reports that any Loan Party or any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of any Loan Party 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, with reasonable promptness upon any such requestpromptness, such other information regarding the business, properties (financial or financial condition of the Borrower otherwise) as the Lenders Administrative Agent on their own behalf or on behalf of any Lender may reasonably requestrequest in writing from time to time. Documents required to be delivered pursuant to Section 7.1(aSections 6.1(i), (bii), (vii) or and (dix) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 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‑party website or whether sponsored by the Administrative Agent)in accordance with Section 10.7B; provided that: (Ax) upon written request by the Administrative Agent, Holdings or the Borrower shall deliver paper copies of such documents to the Administrative Agent or any for further distribution to each 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 (By) Holdings or the Borrower shall notify the Administrative Agent and each Lender (which may be by telecopier 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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 Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Appears in 1 contract

Samples: Security Agreement (Brookfield Residential Properties Inc.)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (df) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 1 contract

Samples: Credit Agreement (Potlatchdeltic Corp)

Other Information. With reasonable promptness upon any such request, From time to time such other information regarding the business, properties or financial condition of concerning the Borrower or any Subsidiary as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to this Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 6.1 may be delivered electronically (provided such documents contain any required signatures) and if so delivered, 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 at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s '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 third-party website or whether sponsored by the Administrative Agent); provided that: that (Ai) 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 (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance instance, the Borrower shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.1(f) to the Administrative AgentAgent and each of the Lenders. Except for such Officer’s CertificateCompliance 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 requests for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Appears in 1 contract

Samples: Credit Agreement (Renaissancere Holdings LTD)

Other Information. With reasonable promptness upon any such request, such Such other information regarding respecting the business, properties Properties or Collateral, or the condition or operations, financial condition or otherwise, of the Borrower Parent and its Subsidiaries as the Lenders Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a5.06(a), (b) ), (f), (g), or (dh) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Parent posts such documents, or provides a link thereto on the BorrowerParent’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) other than for the information required to be provided under clause (g) above, on which such documents are posted on the BorrowerParent’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website (including, without limitation, the SEC’s 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: (Ai) the Borrower Parent shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower Parent to deliver such paper copies until a written request to cease delivering paper copies is given and (ii) the Parent shall notify (which may be by facsimile or electronic mail) the Administrative Agent or such Lender (and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mailshall promptly notify the Lenders thereof) of the posting of any such documents and provide to the Administrative Agent (and the Administrative Agent shall promptly provide such documents to the Lenders) 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the The Administrative Agent shall not have no an 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 Parent 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 Agents will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks/IntraAgency or another similar electronic system (the “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 any Loan Party or its securities) (each, a “Public Lender”). Each Loan Party agrees to make all Borrower Materials that the Loan Parties intend to not be made available to Public Lenders clearly and conspicuously designated by such Loan Party as “PRIVATE.” By designating Borrower Materials as “PRIVATE,” such Borrower Materials will not be made available to that portion of the Platform designated “Public Investor,” which is intended to contain only information that (x) prior to any public offering of securities by any Loan Party, is of a type that would be contained in a customary offering circular for an offering of debt securities made in reliance on Rule 144A under the Securities Act or (y) following any public offering of securities by a Loan Party, is either publicly available or not material information (though it may be sensitive and proprietary) with respect to such Loan Party or its securities for purposes of United States Federal and State securities laws. The Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PRIVATE” or “CONFIDENTIAL” as not containing any material non-public information with respect to the Loan Parties or any securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07).

Appears in 1 contract

Samples: Credit Agreement (Willbros Group Inc)

Other Information. With reasonable promptness upon any such request, From time to time such other information regarding the business, properties or financial condition of concerning the Borrower or any Subsidiary as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.1(a), (b), (f) or (dg) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.111.2; 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 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 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 telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 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”) 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 (w) all 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 Arrangers, the Fronting Bank and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its Affiliates or their respective securities for purposes of United States Federal and state securities Laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.7); (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 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.

Appears in 1 contract

Samples: Credit Agreement (Renaissancere Holdings LTD)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (df) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 1 contract

Samples: Credit Agreement (Potlatchdeltic Corp)

Other Information. With reasonable promptness upon any such requestPromptly, from time to time, such other information regarding information, documents, records or reports relating to the business, properties Receivables or financial the condition or results of operations of such Loan Party as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Borrower as Agents and the Lenders may reasonably requestunder or as contemplated by this Agreement. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Performance Guarantor posts such documents, or provides a link thereto on the BorrowerPerformance Guarantor’s website on the Internet currently found at the website address listed on Schedule 11.1xxxx://xxx.xxxxxxxxx.xxx; or (ii) on which such documents are posted on the BorrowerPerformance Guarantor’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: (Ax) the Borrower Loan Parties shall deliver paper copies of such documents to the Administrative Agent or any Lender that reasonably requests the Borrower to deliver delivery of such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (By) the Borrower Loan Parties shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Performance Guarantor shall be required to provide paper copies of the Officer’s Certificate compliance certificates required by Section 7.1(c7.1(a)(iii) to the Administrative Agent. Except for such Officer’s Certificatecompliance certificates, 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 Loan Parties 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.

Appears in 1 contract

Samples: Credit and Security Agreement (Mohawk Industries Inc)

Other Information. With reasonable promptness Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any such requestLender), prepare and deliver to the Administrative Agent and the Lenders such other information regarding with respect to the businessCompany, properties any of its Subsidiaries (including information necessary to conduct flood due diligence and flood insurance compliance), as from time to time may be reasonably requested by the Administrative Agent or financial condition of any Lender (through a request to the Borrower as the Lenders may reasonably requestAdministrative Agent). Documents required to be delivered pursuant to Section 7.1(a), 6.01(a) or (b) or Section 6.02(e)(i) or (diii) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the BorrowerCompany’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: (Ai) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Borrower Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (by telecopier 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 71 90287928_3 copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 Company 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 Arrangers 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 DebtDomain, IntraLinks, Syndtrak or another similar electronic system (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 (w) all 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 Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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 shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Term Loan Agreement (Chicago Bridge & Iron Co N V)

Other Information. With reasonable promptness upon any such requestPromptly, such additional financial and other information regarding the business, properties or financial condition of the Borrower as the Lenders Administrative Agent, at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a), 7.01(a) or (b) or (dSection 7.02(c) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.111.02; 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: (Ai) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its written 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the The Administrative Agent shall have no obligation to request the delivery of or 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 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, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive MNPI with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in any event shall have no responsibility investment and other market-related activities with respect to monitor compliance by such Persons’ securities. The Borrower hereby agrees that so long as the Borrower with is the issuer of any such request for delivery, and each Lender outstanding debt or equity securities that are registered (w) all Borrower Materials that are to be made available to Public Lenders shall be solely responsible 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, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any MNPI (although it may be sensitive and proprietary) with respect to the Borrower or its securities for requesting delivery purposes of United States federal and state securities laws (provided, however, that to it or maintaining its copies the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documentsthe 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”. Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Mxxxxials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Dycom Industries Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (dg) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (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 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.

Appears in 1 contract

Samples: Credit Agreement (Potlatch Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (df) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 1 contract

Samples: Term Loan Agreement (Potlatch Corp)

Other Information. With reasonable promptness upon any such requestrequest therefor, such other information regarding the business, properties or financial condition of the Borrower any Group Company as the Lenders Administrative Agent or any Lender may reasonably request, which may include such information as any Lender may reasonably determine is necessary or advisable to enable it either (i) to comply with the policies and procedures adopted by it and its Affiliates to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable regulations thereunder or (ii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial institution in connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the U.S. Patriot Act, including in each case information concerning the Borrower’s direct and indirect shareholders and its use of the proceeds of the Credit Extensions hereunder. Documents required to be delivered pursuant to Section 7.1(a), (b) 6.01 or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 on the Borrower’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet Intranet website, if any, to which each Lender and the Administrative Agent have has access (whether a commercial, third‑party third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower shall deliver paper copies (which may be electronic) of such documents to the Administrative Agent or any Lender that which so 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 (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent (and each Lender (by telecopier or electronic mailif there is at the time no incumbent 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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. Furthermore, if any financial statement, certificate or other information required to be delivered pursuant to Section 6.01 or 6.02 shall be required to be delivered on any date that is not a Business Day, such financial statement, certificate or other information may be delivered to the Administrative Agent on the next succeeding Business Day after such date. Each of Holdings and the Borrower hereby acknowledges that (i) the Administrative Agent and/or the Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Holdings and the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) 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 Holdings, the Borrower or their respective securities) (each, a “Public Lender”). Each of Holdings and the Borrower hereby agrees that so long as Holdings or the Borrower is the issuer of any outstanding debt or equity securities that are issued pursuant to a public offering registered with the SEC or in a private placement for resale pursuant to Rule 144A under the Securities Act or is actively contemplating issuing any such securities: (i) all 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; (ii) by marking Borrower Materials “PUBLIC,” each of Holdings and the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings or the Borrower or its or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) 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 Investor. Notwithstanding the foregoing, Holdings and the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Credit Agreement (Sbarro Express LLC)

Other Information. With reasonable promptness upon any such request, From time to time such other information regarding concerning the business, properties or financial condition of the Borrower Borrowers as the Lenders Administrative Agent or any Lender through the Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b5.1(a)(i) or (dii) or Section 5.1(f) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Max Re posts such documents, or provides a link thereto on the BorrowerMax Re’s website on the Internet at the website address listed on Schedule 11.110.2; or (ii) on which such documents are posted on the Borrower’s 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower 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 (Bii) the Borrower Max Re shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Max Re shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c5.1(j) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “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 either Borrower or its securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the Fronting Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to either Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.9); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the 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 Investor.

Appears in 1 contract

Samples: Credit Agreement (Max Re Capital LTD)

Other Information. With reasonable promptness upon any such requestPromptly, from time to time, such other information regarding the businessoperations, properties or business affairs and financial condition of any Company or compliance with the Borrower terms of any Loan Document, as the Lenders Administrative Agent or any Lender may reasonably request. Documents Financial statements and other documents required to be delivered pursuant to Section 7.1(aclauses (a), (b) or (de) of this Section 5.01 (to the extent any such financial statements or other documents are included in reports or other materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) on which the Borrower posts such financial statements or other documents, or provides a link thereto thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such financial statements or other documents are posted on the BorrowerXxxxxxxx’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: (A) the Borrower shall deliver paper copies of such financial statements and other 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 Lender, as the case may be, and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such financial statements and other documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsthereof. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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.

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Other Information. With reasonable promptness upon any such requestPromptly, such other additional information regarding the business, properties financial, legal or financial condition corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Borrower Loan Documents, as the Lenders Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a), 6.01(a) or (b) or Section 6.02(b) or (dc) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the U.S. Borrower posts such documents, or provides a link thereto on the U.S. Borrower’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the U.S. Borrower’s behalf on an Internet or intranet 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: (Ai) the U.S. Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the U.S. 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 (Bii) the U.S. Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the U.S. Borrower shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.02(a) to the Administrative Agent. Except for such Officer’s CertificateCompliance Certificates, 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 U.S. 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 U.S. Borrower hereby (i) acknowledges that the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the U.S. Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) agrees that if any of the Lenders (each, a “Public Lender”), by written notice to the U.S. Borrower and the Administrative Agent, states that such Lender has personnel who do not wish to receive material non-public information with respect to the U.S. 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, then in such case the U.S. Borrower hereby agrees that so long as the U.S. 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 the 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 U.S. Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuer and the Lenders to treat the Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the U.S. Borrower or its securities for purposes of United States Federal and state securities laws; (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 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.” To the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07. For the avoidance of doubt, it is acknowledged and agreed that, as of the Closing Date, none of the Lenders is a Public Lender.

Appears in 1 contract

Samples: Credit Agreement (Life Technologies Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), ) or (b) or (dSection 7.1(g) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.1Internet; 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: (Ai) 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s CertificateCertificates, 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, the Syndication Agent and/or the 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”) 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”). The Borrower hereby agrees that (x) all 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; and (y) the Administrative Agent, the Syndication Agent and the 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 Investor.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

Other Information. With reasonable promptness upon Subject to any such requestapplicable restrictions on disclosure, such other information regarding respecting the businessbusiness or Properties, properties or the condition or operations, financial condition or otherwise, of the Borrower Credit Parties (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as any Lender through the Agent may from time to time reasonably request. The Agent agrees to provide the Lenders may reasonably requestwith copies of any material notices and information delivered solely to the Agent pursuant to the terms of this Agreement. Documents required to be delivered pursuant to Section 7.1(a5.06(a), (b) or (dk) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Bxxxxxx Exploration posts such documents, or provides a link thereto on the BorrowerBxxxxxx Exploration’s website on the Internet at the website address listed on Schedule 11.1Internet; or (ii) on which such documents are posted on the BorrowerBxxxxxx Exploration’s behalf on an Internet or intranet websitewebsite (such as “Exxxx”), if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c5.06(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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.

Appears in 1 contract

Samples: Subordinated Credit Agreement (Brigham Exploration Co)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) 7.1 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 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‑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 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 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 documentsLender. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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/or the 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, Syndtrak, Debtdomain and/or DX Syndicate or another similar electronic system (the “Platform”).

Appears in 1 contract

Samples: Term Loan Agreement (Alabama Power Co)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑party 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 1 contract

Samples: Term Loan Agreement (Public Service Co of New Mexico)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (df) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative 106033153\V-9 Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 1 contract

Samples: Credit Agreement (Potlatch Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), ) or (b) or (dSection 7.1(g) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.1Internet; 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: (Ai) 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate Certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s CertificateCertificates, 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, the Syndication Agents and/or the 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”) 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”). The Borrower hereby agrees that (x) all 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; and (y) the Administrative Agent, the Syndication Agent and the 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 Investor.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 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‑party 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 1 contract

Samples: Lease (Public Service Co of New Mexico)

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Other Information. With reasonable promptness upon any such requestpromptness, such other information regarding about the business, properties or financial condition of the Borrower Consolidated Companies as the Lenders Administrative Agent or any Lender may reasonably requestrequest from time to time. Documents required to be delivered pursuant to Section 7.1(a7.09(a), (b) or (dc) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so 62 delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.111.02; or (ii) on which such documents are posted on the BorrowerCompany’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 provided, that: (Ai) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Borrower Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 Company with any such request for deliverydelivery by a Lender, 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 Joint Lead Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of such Loan Party hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (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 Person’s securities. The Borrower hereby agrees that (w) all 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, each of the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (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 each of 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 that is not designated as “Public Side Information.

Appears in 1 contract

Samples: 364 Day Bridge Credit Agreement (Genuine Parts Co)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower Consolidated Parties as the Agent or the Required Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b7.1(b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission7.1(d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Airgas posts such documents, or provides a link thereto documents on the Borrower’s Securities and Exchange Commission website on the Internet or Airgas’ website at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s Airgas’ 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: (Ai) the Borrower if such Person does not have access to such websites, Airgas shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower Airgas to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Airgas shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and and, if requested by the Agent, 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 Airgas shall be required to provide paper copies of the Officer’s Certificate compliance certificates required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificatecompliance 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 Airgas 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 that (a) the Agent and/or BAS will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 Airgas 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 (w) all 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 Borrowers shall be deemed to have authorized the Agent, BAS, the Issuing Lenders and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to any Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.14); (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 Agent and 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 that is not marked as “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Airgas Inc)

Other Information. With reasonable promptness upon any such request, such Such other information regarding respecting the businessbusiness or Properties, properties or the condition or operations, financial condition or otherwise, of the Borrower Company or any of its Subsidiaries as any Lender through the Lenders Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a5.6(a), (b), (c) or (d) (to the extent any such documents are included in materials otherwise filed with the U.S. Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.19.2; or (ii) on which such documents are posted on the BorrowerCompany’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)hxxx://xxx.xxx.xxx; provided that: (Ai) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Company shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(cSections 5.6(a) and (b) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 Company with any such request for delivery, and 57 each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. In addition, notices to be delivered by the Company to the Administrative Agent and the Lenders pursuant to clauses (e) through (j) of Section 5.6 may be made available to the Lenders through the Platform in accordance with the provisions of Section 9.2(c).

Appears in 1 contract

Samples: Credit Agreement (Arkansas Best Corp /De/)

Other Information. With reasonable promptness upon any such requestPromptly, from time to time, such other information regarding the businessoperations, properties or business affairs and financial condition of any Company, or compliance with the Borrower terms of any Loan Document, as the Lenders Administrative Agent or any Lender may reasonably request. Documents Notwithstanding anything contained herein, documents required to be delivered pursuant to Section 7.1(a5.01(a), (b) or (de) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Holdings posts such documents, or provides a link thereto on the Borrower’s Holdings’ website on the Internet at the website address listed on Schedule 11.1xxxx://xxx.xxxx.xxx; or (ii) on which such documents are posted on the Borrower’s Holdings’ 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, a regulatory agency’s website or whether sponsored by the Administrative Agent); provided that: that (Ai) the Borrower upon request, Holdings shall deliver paper copies of such documents to the Administrative Agent or any Lender for further distribution to the Lenders that requests the Borrower request Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Holdings shall notify the Administrative Agent and Agent, which will notify each Lender Lender, (by telecopier facsimile or other form of electronic mailcommunication) of the posting of any such documents and and, upon request, 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 Holdings shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c5.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 Holdings 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.

Appears in 1 contract

Samples: Credit Agreement (TiVo Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (dg) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 1 contract

Samples: Credit Agreement (Potlatch Corp)

Other Information. With reasonable promptness upon any such requestPromptly, from time to time, such other information regarding the businessoperations, properties or business affairs and financial condition of Holdings or any Restricted Subsidiary, or compliance with the Borrower terms of any Loan Document, as the Lenders Administrative Agent or any Lender may reasonably request. Documents Notwithstanding anything contained herein, documents required to be delivered pursuant to Section 7.1(a5.01(a), (b) or (de) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC or any similar regulatory authority in a jurisdiction other than the United States) 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 at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the BorrowerHolding’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, a regulatory agency’s website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower Holdings shall deliver paper copies of such documents to the Administrative Agent or any Lender for further distribution to the Lenders that requests the Borrower request Holdings to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Holdings shall notify the Administrative Agent and each Lender (by telecopier facsimile or other form of electronic mailcommunication) 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 Holdings shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c5.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 Holdings 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.

Appears in 1 contract

Samples: Credit Agreement (NDS Group Holdings, LTD)

Other Information. With reasonable promptness Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any such requestLender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information regarding with respect to the businessCompany, properties any of its Subsidiaries (including information necessary to conduct flood due diligence and flood insurance compliance), as from time to time may be reasonably requested by the Administrative Agent or financial condition of any Lender (through a request to the Borrower as the Lenders may reasonably requestAdministrative Agent). Documents required to be delivered pursuant to Section 7.1(a), 6.01(a) or (b) or Section 6.02(e)(i) or (diii) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the BorrowerCompany’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: (Ai) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Borrower Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 Company 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. 103 89826417_6 Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (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 any of the Borrowers or 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. Each Borrower hereby agrees that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.” Existence, Etc. The Company shall and, except as permitted pursuant to Section 7.08, shall cause each of its Subsidiaries to, at all times maintain its existence and preserve and keep, or cause to be preserved and kept, in full force and effect its rights and franchises material to its businesses.

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Other Information. With reasonable promptness Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any such requestLender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information regarding with respect to the businessCompany, properties any of its Subsidiaries (including information necessary to conduct flood due diligence and flood insurance compliance), as from time to time may be reasonably requested by the Administrative Agent or financial condition of any Lender (through a request to the Borrower as the Lenders may reasonably requestAdministrative Agent). 105 Documents required to be delivered pursuant to Section 7.1(a), 6.01(a) or (b) or Section 6.02(e)(i) or (diii) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the BorrowerCompany’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: (Ai) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Borrower Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 Company 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 Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (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 any of the Borrowers or 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. Each Borrower hereby agrees that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Credit Agreement (Chicago Bridge & Iron Co N V)

Other Information. With reasonable promptness upon any such requestrequest therefor, such other information regarding the business, properties or financial condition of the Borrower any Group Company as the Lenders Administrative Agent or any Lender may reasonably request, which may include such information as any Lender may reasonably determine is necessary or advisable to enable it either (i) to comply with the policies and procedures adopted by it and its Affiliates to comply with the Bank Secrecy Act, the U.S. Patriot Act and all applicable regulations thereunder or (ii) to respond to requests for information concerning Holdings and its Subsidiaries from any governmental, self-regulatory organization or financial institution in connection with its anti-money laundering and anti-terrorism regulatory requirements or its compliance procedures under the U.S. Patriot Act, including in each case information concerning the Borrower’s direct and indirect shareholders and its use of the proceeds of the Credit Extensions hereunder. Documents required to be delivered pursuant to Section 7.1(a), (b) 6.01 or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 on the Borrower’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet Intranet website, if any, to which each Lender and the Administrative Agent have has access (whether a commercial, third‑party third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower shall deliver paper copies (which may be electronic) of such documents to the Administrative Agent or any Lender that which so 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 (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent (and each Lender (by telecopier or electronic mailif there is at the time no incumbent 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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. Furthermore, if any financial statement, certificate or other information required to be delivered pursuant to Section 6.01 or 6.02 shall be required to be delivered on any date that is not a Business Day, such financial statement, certificate or other information may be delivered to the Administrative Agent on the next succeeding Business Day after such date. Each of Holdings and the Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Holdings and the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) 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 Holdings, the Borrower or their respective securities) (each, a “Public Lender”). Each of Holdings and the Borrower hereby agrees that so long as Holdings or the Borrower is the issuer of any outstanding debt or equity securities that are issued pursuant to a public offering registered with the SEC or in a private placement for resale pursuant to Rule 144A under the Securities Act or is actively contemplating issuing any such securities: (i) all 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; (ii) by marking Borrower Materials “PUBLIC,” each of Holdings and the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings or the Borrower or its or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent 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 Investor. Notwithstanding the foregoing, Holdings and the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Sbarro Inc)

Other Information. With Promptly upon the reasonable promptness upon any such requestrequest therefor, such other information regarding the business, properties or documents (financial condition of the Borrower or otherwise) relating to any Credit Party or any Subsidiary as the Lenders Administrative Agent or any Lender (through the Administrative Agent) may reasonably requestrequest from time to time in good faith (excluding (i) information subject to attorney-client privilege, (ii) information the subject of binding confidentiality agreements entered into in good faith, and (iii) any information relating to any investigation by any Governmental Authority to the extent (A) such information is identifiable to a particular individual and the Parent Borrower in good faith determines such information should remain confidential or (B) the information requested is not factual in nature). Documents required to be delivered pursuant to Section 7.1(a), 6.01 (a) and (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s website on the Internet at the website address listed on Schedule 11.1Internet; or (ii) on which such documents are posted on the Parent 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) upon written request by the Administrative Agent, the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent or any for further distribution to each 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 (Bii) the Parent Borrower shall notify the Administrative Agent and each Lender (which may be by telecopier 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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 Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. The Parent Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Parent Borrower hereunder (collectively, “Parent Borrower Materials”) by posting the Parent Borrower Materials on IntraLinks, SyndTrack Online or another similar electronic system (the “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 Parent Borrower or its securities) (each, a “Public Lender”). The Parent Borrower hereby agrees to make all Parent Borrower Materials that the Parent Borrower intends to be made available to Public Lenders clearly and conspicuously designated as “PUBLIC”. By designating Parent Borrower Materials as “PUBLIC”, the Parent Borrower authorizes such Parent Borrower Materials to be made available to a portion of the Platform designated “Public Investor,” which is intended to contain only information that is either publicly available or not material information (though it may be sensitive and proprietary) with respect to the Parent Borrower or its securities for purposes of United States federal and state securities laws. Notwithstanding the foregoing, the Parent Borrower shall not be under any obligation to xxxx any Parent Borrower Materials “PUBLIC.” The Parent Borrower agrees that (i) any Loan Documents and (ii) any financial statements delivered pursuant to Section 6.01(a) and (b) will be deemed to be “public-side” Borrower Materials and may be made available to Public Lenders. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Parent Borrower or its securities for purposes of United States federal or state securities laws.

Appears in 1 contract

Samples: Credit Agreement (Patheon Inc)

Other Information. With reasonable promptness upon any such requestPromptly, from time to time, such other information regarding the businessoperations, properties or business affairs and financial condition of any Company or compliance with the Borrower terms of any Loan Document, as the Lenders Administrative Agent or any Lender may reasonably request. Documents Financial statements and other documents required to be delivered pursuant to Section 7.1(aclauses (a), (b) or (de) of this Section 5.01 (to the extent any such financial statements or other documents are included in reports or other materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (i) on which the Borrower posts such financial statements or other documents, or provides a link thereto thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such financial statements or other 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: (A) the Borrower shall deliver paper copies of such financial statements and other 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 Lender, as the case may be, and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such financial statements and other documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsthereof. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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.

Appears in 1 contract

Samples: Credit Agreement (CSG Systems International Inc)

Other Information. With reasonable promptness upon any such request, From time to time such other information regarding concerning the business, properties Company and its Subsidiaries as any Lender or financial condition of the Borrower as the Lenders Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a)10.1.1, (b) 10.1.2 or (d) 10.1.5 (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the Borrower’s Company's website on the Internet at the its website address listed on Schedule 11.114.2; or (ii) on which such documents are posted on the Borrower’s 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Company shall be required to provide paper copies of the Officer’s Certificate certificates required by Section 7.1(c) 10.1.4 to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 Arranger will make available to the Lenders and the Issuer materials and/or information provided by or on behalf of the Company hereunder (collectively, "Company Materials") by posting the Company Materials on IntraLinks or another similar electronic system (the "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 Company or its securities) (each, a "Public Lender"). 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 Company Materials that may be distributed to the Public Lenders and that (w) all such 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 thereof; (x) by marking Company Materials "PUBLIC," the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuer and the Lenders to treat such Company Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company or its securities for purposes of United States Federal and state securities laws; provided that to the extent such Company Materials constitute Information, they shall be treated as set forth hereunder; (y) all Company Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated "Public Investor;" and (z) the Administrative Agent and the Arranger shall treat any Company Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform not designated "Public Investor."

Appears in 1 contract

Samples: Credit Agreement (American Italian Pasta Co)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Parent posts such documents, or provides a link thereto on the Borrower’s Parent's website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s '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: (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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s 's Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s 's Certificate, 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.

Appears in 1 contract

Samples: Term Loan Credit Agreement (PNM Resources Inc)

Other Information. With reasonable promptness upon any such requestPromptly, such other additional information regarding the business, properties financial, legal or financial condition corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Borrower Loan Documents, as the Lenders Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a), 6.01(a) or (b) or (dSection 6.02(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.111.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet 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 AgentAgent and including the SEC website); provided that: (Ai) 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 (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.02(b) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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.

Appears in 1 contract

Samples: Credit Agreement (Inphonic Inc)

Other Information. With reasonable promptness upon any such requestpromptness, each Credit Party will deliver such other information regarding the business, properties and data with respect to such Credit Party or financial condition any Subsidiary of the Borrower such Credit Party as the Lenders from time to time may be reasonably requestrequested by Agent. Documents required to be delivered pursuant to Section 7.1(a4.1(a), (b), (c) or (dh) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower posts such documents, or provides a link thereto on the Parent Borrower’s website on the Internet at the website address listed on Schedule 11.1in Section 9.3; or (ii) on which such documents are posted on the Parent 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: that (Ai) the Parent Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Parent 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 (Bii) the any such posting shall only be deemed delivered when Parent Borrower shall notify the Administrative Agent and each Lender (by telecopier 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 Parent Borrower shall be required to provide paper copies of the Officer’s Certificate Compliance and Pricing Certificates required by Section 7.1(c4.1(m) to the Administrative Agent. Except for such Officer’s CertificateCompliance and Pricing 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 Parent 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.. Parent Borrower hereby acknowledges that (a) the Agent and/or other Persons named on the cover page hereof will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of Parent Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 Parent 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. Parent 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

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Neff Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 at the website address listed on Schedule 11.110.1; 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 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c6.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 1 contract

Samples: Term Loan Agreement (PNM Resources Inc)

Other Information. With reasonable promptness upon any such request, From time to time such other information regarding concerning the business, properties or financial condition of the Borrower Borrowers as the Lenders Administrative Agent or any Lender through the Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b5.1(a)(i) or (dii) or Section 5.1(f) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts Borrowers post such documents, or provides provide a link thereto on the BorrowerParent’s or Max Bermuda’s respective website on the Internet at the respective website address listed on Schedule 11.110.2; or (ii) on which such documents are posted on the Borrower’s 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower 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 (Bii) the Borrower Borrowers shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Borrowers shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c5.1(j) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the Fronting Bank materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “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 either Borrower or its securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the Fronting Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to either Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.9); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the 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 Investor.

Appears in 1 contract

Samples: Credit Agreement (Max Capital Group Ltd.)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (df) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at - 102 - the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 1 contract

Samples: Credit Agreement (Potlatch Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commissionb) 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 Internet 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‑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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 1 contract

Samples: Term Loan Agreement (Public Service Co of New Mexico)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower any Consolidated Party as the Lenders Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.01(a), (b) or (dg) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Potlatch posts such documents, or provides a link thereto on the BorrowerPotlatch’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s Borrowers’ behalf on an Internet SyndTrak, IntraLinks or intranet another relevant 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: (Ai) upon written request by the Borrower Administrative Agent, Potlatch 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 (Bii) the Borrower Potlatch shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower Potlatch shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.01(c) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 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 acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders who may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or their respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Borrowers hereby agree that they 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 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 Borrowers shall be deemed to have authorized the Administrative Agent, the 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 the Borrowers or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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.

Appears in 1 contract

Samples: Term Loan Agreement (Potlatch Corp)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. 40 Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 1 contract

Samples: Term Loan Agreement (PNM Resources Inc)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the such Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the a Borrower posts such documents, or provides a link thereto on the such Borrower’s 's website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the such Borrower’s '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: (A) the a Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the such 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 a Borrower shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the a Borrower shall be required to provide paper copies of the Officer’s 's Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s 's Certificate, 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 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.

Appears in 1 contract

Samples: Credit Agreement (PNM Resources Inc)

Other Information. With reasonable promptness Promptly upon receiving a request therefor from the Administrative Agent (acting on its own behalf or at the request of any such requestLender or L/C Issuer), prepare and deliver to the Administrative Agent and the Lenders such other information regarding with respect to the businessCompany, properties any of its Subsidiaries (including information necessary to conduct flood due diligence and flood insurance compliance), as from time to time may be reasonably requested by the Administrative Agent or financial condition of any Lender (through a request to the Borrower as the Lenders may reasonably requestAdministrative Agent). Documents required to be delivered pursuant to Section 7.1(a), 6.01(a) or (b) or Section 6.02(e)(i) or (diii) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the BorrowerCompany’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: (Ai) the Borrower Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Borrower Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (Bii) the Borrower Company shall notify the Administrative Agent and each Lender (by telecopier 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 Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 Company 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 Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on DebtDomain, IntraLinks, Syndtrak or another similar electronic system (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 any of the Borrowers or 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. Each Borrower hereby agrees that (w) all 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 Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (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 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, no Borrower shall be under any obligation to xxxx any Borrower Materials “PUBLIC.”

Appears in 1 contract

Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 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‑party thirdparty 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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, 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.

Appears in 1 contract

Samples: Term Loan Agreement (Public Service Co of New Mexico)

Other Information. With reasonable promptness upon any such request, such Such other information regarding respecting the business, properties Properties or Collateral, or the condition or operations, financial condition or otherwise, of the Borrower and its Subsidiaries as the Lenders Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a5.06(a), (b), (e) or (d) (h), to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) Commission (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 at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website (including, without limitation, the SEC’s 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: (Ai) 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by telecopier 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the The Administrative Agent shall not have no an 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.

Appears in 1 contract

Samples: Credit Agreement (Diamondback Energy Services, Inc.)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower or any of its Subsidiaries as the Administrative Agent or the Required Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a6.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.110.1; 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 third-party website or whether sponsored by the Administrative Agent); provided that: (Ai) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the 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 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”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., 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 Person’s securities) (each, a “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 under the Securities Exchange Act of 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 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 Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of Securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 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 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 shall be under no obligation to xxxx any Borrower Materials “PUBLIC”. Notwithstanding any other provision contained herein, nothing in this paragraph shall be deemed to authorize or otherwise encourage any Lender to effect any transaction in the Borrower’s publicly traded securities while in possession of any information of a non-public nature that is included in any Borrower Materials designated as “PUBLIC” in the Platform.

Appears in 1 contract

Samples: Credit Agreement (Autozone Inc)

Other Information. With reasonable promptness upon any such requestPromptly, such other additional information regarding the business, properties financial, legal or financial condition corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Borrower Loan Documents, as the Lenders Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a), 6.01(a) or (b) or Section 6.02(c) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet 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: (Ai) 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 (Bii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c6.02(a) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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 (i) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer 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”) and (ii) 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 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 the 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 Joint Lead Arrangers, the L/C Issuer and the Lenders to treat 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 securities for purposes of United States Federal and state securities laws; (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 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.” To the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07.

Appears in 1 contract

Samples: Credit Agreement (Life Technologies Corp)

Other Information. With reasonable promptness upon any such request, such Such other information regarding concerning the business, properties or financial condition of the Borrower and the other Loan Parties as the Lenders Administrative Agent may reasonably request. Documents required to be delivered pursuant to Section 7.1(a7.06(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange CommissionSEC) 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 at the website address listed on Schedule 11.111.02; 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: (Ai) 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (by 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate Compliance Certificates required by Section 7.1(c7.06(g) to the Administrative Agent. Except for such Officer’s CertificateCompliance 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.

Appears in 1 contract

Samples: Credit Agreement (Florida East Coast Industries Inc)

Other Information. With reasonable promptness upon any such request, such Such other information regarding respecting the business, properties Properties or Collateral, or the condition or operations, financial condition or otherwise, of the Borrower and its Subsidiaries as the Lenders Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1(a5.06(a), (b), (e) or (d) (g), to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) Commission (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 at the website address listed on Schedule 11.110.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet IntraLinks/IntraAgency or intranet another relevant website (including, without limitation, the SEC’s 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: (Ai) 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 (Bii) the Borrower shall notify the Administrative Agent and each Lender (which may be by telecopier 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s Certificate, the The Administrative Agent shall not have no an 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.

Appears in 1 contract

Samples: Credit Agreement (Diamondback Energy Services, Inc.)

Other Information. With reasonable promptness upon any such request, such other information regarding the business, properties or financial condition of the Borrower as the Lenders may reasonably request. Documents required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 's website on the Internet at the website address listed on Schedule 11.1; or (ii) on which such documents are posted on the Borrower’s '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: (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 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. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Officer’s 's Certificate required by Section 7.1(c) to the Administrative Agent. Except for such Officer’s 's Certificate, 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.

Appears in 1 contract

Samples: Credit Agreement (PNM Resources Inc)

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