Common use of Other Requested Information Clause in Contracts

Other Requested Information. Such other information respecting the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Company’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, 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 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.

Appears in 4 contracts

Samples: Term Loan Agreement (Texas Petrochemicals Inc.), Term Loan Agreement (Texas Petrochemicals Inc.), Term Loan Agreement (Texas Petrochemicals Inc.)

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Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent or any Restricted Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Parent posts such documents, or provides a link thereto on Companythe Parent’s website on the Internetpublic website; or (ii) on which such documents are posted on Companythe Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, provided that: (iA) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). The Borrower hereby acknowledges that certain of the Lenders may from time to time elect to 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”) and the Borrower hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not material 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 Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat 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 4 contracts

Samples: Credit Agreement (Rice Midstream Partners LP), Credit Agreement (Rice Midstream Partners LP), Credit Agreement (Rice Energy Inc.)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any of its Subsidiaries Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company (A) the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internet; Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are posted delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on Companythe Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company provided that the Borrower shall deliver paper copies of such documents in a form acceptable to Administrative Agent or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificatescompliance 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 Company 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. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 3 contracts

Samples: Guaranty Agreement (Quicksilver Resources Inc), Second Lien Credit Agreement (Quicksilver Resources Inc), Second Lien Credit Agreement (Quicksilver Resources Inc)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company any Loan Party (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any of its Subsidiaries or other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b), (i) or 7.2 (to the extent any such documents are included in materials otherwise filed with the SECp) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which the Administrative Agent and each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided. Notwithstanding the foregoing, that: any delivery of reports or other information required by Section 8.01(a), (b), (i) Company or (p) shall deliver paper copies be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of Parent on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such documents other publicly accessible internet database that may be established and maintained by the SEC as a substitute for or successor to Administrative Agent XXXXX) or any Lender that requests Company (B) been posted on Parent’s or the Borrower’s Internet website as previously identified to deliver such paper copies and (ii) Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLenders. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents.

Appears in 2 contracts

Samples: Credit Agreement (Sitio Royalties Corp.), Day Bridge Term Loan Agreement (Sitio Royalties Corp.)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company Parent Guarantor, the Borrower or any Restricted Subsidiary (including any Plan and any reports or other information required to be filed with the Internal Revenue Service, the Department of its Subsidiaries Labor and/or the PBGC with respect thereto under the Code or under ERISA), or compliance with the Collateral terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company Parent Guarantor or the Borrower posts such documents, or provides a link thereto on CompanyParent Guarantor’s website on or the InternetBorrower’s public website; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to . The Administrative Agent may make available to the Lenders materials and/or information provided by or any Lender on behalf of Parent Guarantor and/or the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). Parent Guarantor and the Borrower hereby acknowledge that requests certain of the Lenders may from time to time elect to 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”) and the Borrower hereby agrees that (w) all Company Materials that are to deliver such paper copies 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; (iix) by marking Company Materials “PUBLIC,” Parent Guarantor and the Borrower shall notify be deemed to have authorized the Administrative Agent and each Lender the Lenders to treat such Company Materials as either publicly available information or not material information (by telecopier although it may be sensitive and proprietary) with respect to Parent Guarantor, the Borrower or electronic mailtheir respective securities for purposes of United States Federal and state securities laws; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the posting of any such documents Platform designated “Public Investor”; and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copiesz) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, Administrative Agent shall have no obligation be entitled to request the delivery or to maintain copies treat Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the documents referred to above, and in any event shall have no responsibility to monitor compliance by 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 documentsPlatform not designated “Public Investor.

Appears in 2 contracts

Samples: Senior Secured Term Loan Agreement (Ultra Petroleum Corp), Senior Secured Term Loan Agreement (Ultra Petroleum Corp)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary, or compliance with the terms of its Subsidiaries or the Collateral Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 5.1(a), (b) or 7.2 (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the InternetInternet at the website address; or (ii) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company the Borrower shall notify the Administrative Agent and each Lender (by telecopier telecopy or electronic e-mail) of the posting of any such documents and provide to the Administrative Agent by electronic e-mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company the Borrower shall be required to provide paper copies of the Compliance Certificates compliance certificates required by Section 7.2(a5.1(c) to the Administrative Agent. Except for such Compliance Certificatescertificates, 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 Company 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 (Comstock Resources Inc), Credit Agreement (Comstock Oil & Gas Investments, LLC)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company any Loan Party (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any of its Subsidiaries or other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b), (i) or 7.2 (to the extent any such documents are included in materials otherwise filed with the SECp) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which the Administrative Agent and each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided. Notwithstanding the foregoing, that: any delivery of reports or other information required by Section 8.01(a), (b), (i) Company or (p) shall deliver paper copies be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of Ultimate Parent on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such documents other publicly accessible internet database that may be established and maintained by the SEC as a substitute for or successor to Administrative Agent XXXXX) or any Lender that requests Company (B) been posted on Ultimate Parent’s or the Borrower’s Internet website as previously identified to deliver such paper copies and (ii) Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLenders. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents.

Appears in 2 contracts

Samples: Credit Agreement (STR Sub Inc.), Credit Agreement (Sitio Royalties Corp.)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary or ERISA Affiliate (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) may (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which Company the Borrower posts such documentsreport, statement or other material, or provides a link thereto on Companythe Borrower’s website on the InternetInternet at wxx.xxxxxxx.xxx; or (ii) on which such documents are report, statement or other material is posted on Companythe Borrower’s behalf on the Electronic Data Gathering, Analysis and Retrieval system (EXXXX) or 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); providedprovided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) ), of the posting of any such documents report, statement or other material and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsreport, statement or other material if requested. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or and maintaining its copies of such documents.

Appears in 2 contracts

Samples: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Cabot Oil & Gas Corp)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent or any Restricted Subsidiary (including, without limitation, any Plan of its Subsidiaries the Parent or any Restricted Subsidiary and any reports or other information required to be filed with respect thereto under the Collateral as Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, or in order to assist the Administrative Agent or any Lender and the Lenders in maintaining compliance with the Act, in each case as the Administrative Agent may from time to time reasonably request. Documents From and after a Qualifying IPO, documents required to be delivered pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internetpublic website; or (iib) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 2 contracts

Samples: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower, any JV Holdco or any Subsidiary (including, without limitation, any joint venture agreements and any Plan and any reports (and subject to Section 8.15) or other information required to be filed by the Borrower, any JV Holdco or any of its the Subsidiaries under ERISA in respect of any Plan), or compliance with the Collateral terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may from time to time reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) 8.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website materials are publicly available as posted on the InternetSEC’s Electronic Data Gathering, Analysis and Retrieval system (XXXXX) (or any successor system); or (ii) on which such documents are posted on Companythe 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 made available by the Administrative Agent); provided, provided that: (iA) Company upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Battalion Oil Corp), Senior Secured Credit Agreement (Battalion Oil Corp)

Other Requested Information. Such other information respecting with respect to the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which the Company posts such documents, or provides a link thereto on the Company’s website on the InternetInternet at the website address listed on Schedule 10.02; or (iib) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 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 each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “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 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 it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each 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 respective 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 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 each 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”. The parties hereto hereby agree that, unless and until the Administrative Agent and the Company agree otherwise, the Company shall not be required to mark any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 2 contracts

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

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including, without limitation, any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA and the other certificates, statements or other reports required to be delivered pursuant to this Article VIII), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 this Article VIII shall be delivered in accordance with the terms of this Agreement either as a hard-copy or 7.2 (electronically, at the Borrower’s discretion. If the Borrower delivers hard-copies of such certificates, statements or other reports, then the Borrower shall so deliver to the extent any Administrative Agent directly full, accurate and complete copies of such documents are included in materials otherwise filed certificates, statements or other reports with written or electronic notice of such delivery and an accompanying description of the SEC) may be delivered electronically and if so items delivered. If the Borrower delivers the certificates, statements or other reports required by this Article VIII electronically, such certificates, statements or other reports shall be deemed to have been delivered on the date (i) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internet; Internet at xxx.xxxxxxxxxx.xxx or (ii) on which such documents are posted delivered to the Administrative Agent. The Administrative Agent shall promptly post such electronically provided documents on Companythe Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company provided that the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative Agent. For the avoidance of doubt, the Administrative Agent shall post all material certificates, statements or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of other reports it receives from the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative AgentBorrower. Except for such Compliance Certificatescompliance certificates and other reports and statements, 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 Company 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: Petition Superpriority Loan Agreement (Dune Energy Inc), Credit Agreement (Dune Energy Inc)

Other Requested Information. Such Promptly following any reasonable request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent or any Restricted Subsidiary (including, without limitation, any Plan and any reports or other information filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, or in order to assist the Collateral Administrative Agent and the Lenders in maintaining compliance with the USA Patriot Act, in each case as the Administrative Agent may reasonably request; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender may from time to time reasonably requestfor purposes of compliance with the Beneficial Ownership Regulation, if applicable, or applicable “know your customer” requirements under the USA Patriot Act or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ix) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internetpublic website; or (iiy) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 2 contracts

Samples: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company any Loan Party (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any of its Subsidiaries or other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents of the Borrower required to be delivered pursuant to Section 7.1 8.01(a) or 7.2 (b) or of any Loan Party or Subsidiary required to be delivered pursuant to Section 8.01 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower, such Loan Party or such Subsidiary posts such documents, documents or provides a link thereto on Company’s its public website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, commercial or third-party website and whether or whether not sponsored by the Administrative Agent); provided, provided that: (iA) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to aboveabove and, and in any event event, shall have no responsibility to monitor compliance by Company 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 (Resolute Energy Corp)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Issuer or any Subsidiary (including any Plan sponsored by the Issuer or a Subsidiary and any reports or other information required to be filed with respect thereto under the Internal Revenue Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Note Document, as the Collateral as Administrative Agent or any Lender Holder may from time to time reasonably request; or (ii) information and documentation reasonably requested by the Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, other applicable anti-money laundering laws or the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC6.01(b) may be delivered electronically and if so delivereddelivered shall be deemed delivered by the Issuer on the date on which such documents are posted on the Issuer’s behalf on an Approved Electronic Platform. Notwithstanding the foregoing, any delivery of reports or other information required by Section 6.01(a) or 6.01(b) shall be deemed to have been delivered on the date (i) on which Company posts any such documents, reports or provides a link thereto other information have (x) been posted by or on Company’s website behalf of Parent on the Internet; Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such other publicly accessible internet database that may be established and maintained by the SEC as a substitute for or successor to XXXXX) or (iiy) on which such documents are been posted on CompanyParent’s behalf on an or the Issuer’s Internet or intranet website, if any, website as previously identified to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsHolders. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, Administrative The Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Issuer with any such request by a Holder for deliverydelivery or to monitor the Approved Electronic Platform in any respect, and each Lender Holder shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents. Each document (x) that the Issuer is required to provide the Agent hereunder shall be provided in electronic form directly from the Issuer to the Agent and (y) that has been furnished to the Agent by the Issuer and that the Agent is required to deliver to each Holder shall be (i) posted by the Agent on the Approved Electronic Platform and (ii) deemed delivered by the Agent to each Holder on the date the Agent provides written notice to the Holders that such document(s) have been posted on the Approved Electronic Platform. Without the written consent of the compliance personnel of any Holder indicated in Schedule 11.17, no document provided by the Issuer to the Agent shall be delivered by the Agent to such Holder other than as described in the immediately preceding sentence.

Appears in 1 contract

Samples: Note Purchase Agreement (Sitio Royalties Corp.)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including, without limitation, any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents Information required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (to the extent any such documents are included in materials otherwise filed with the SECn) may be delivered electronically and if so delivered, shall be deemed to have been delivered if such information is available on the date website of the SEC and the Borrower has delivered notice to the Administrative Agent that such reports are so available, which notice may be provided in any certificate delivered pursuant to Section 8.01(d). The Borrower hereby acknowledges that (ia) the Administrative Agent and/or the Joint Arrangers may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided by or on which Company posts such documentsbehalf 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 material non-public information with respect to the General Partner or the Loan Parties, or provides 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 link thereto on Company’s website private offering or is actively contemplating issuing any such securities it will 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 Internetfirst page thereof; or (iix) on which such documents are posted on Company’s behalf on an Internet or intranet website, if any, by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by authorized the Administrative Agent, the Joint Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.11); provided, that: (iy) Company shall deliver paper copies all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies the Platform designated “Public Side Information;” and (iiz) Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) the Joint 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 posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, 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 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 documentsPlatform not designated “Public Side Information.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southcross Energy Partners, L.P.)

Other Requested Information. Such Promptly following any written request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Restricted Subsidiary (including, without limitation, any Plan, any Pension Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s public website on the Internet; or (iib) on which such documents are posted on Companythe 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); providedprovided that the Borrower, that: (i) Company as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its written request to the Borrower to deliver such paper copies and (ii) Company shall notify until a written request to cease delivering paper copies is given by the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 (Chaparral Energy, Inc.)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. In addition, upon reasonable request, the Borrower, any of its Subsidiaries and any of their respective Affiliates will provide the Lenders and their advisors, at reasonable times and upon reasonable prior notice, access to the Borrower’s management and advisors concerning information regarding the Borrower’s relationships with (and accounts payable to) its contract counterparties. Documents or notices required to be delivered pursuant to Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower posts such documents, or provides a link thereto thereto, on Company“XXXXX”, the Borrower’s website on the Internet; Internet at xxx.xxxxxxxxxxxxxxxxxxxxx.xxx or another website identified by the Borrower to the Administrative Agent and which is accessible by the Administrative Agent at no charge or (ii) on which such documents are posted on Company’s behalf on an Internet or intranet website, if any, delivered to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting . Upon its receipt of any such documents and provide or notices that are not posted to XXXXX or such a website, the Administrative Agent by electronic mail electronic versions (i.e., soft copies) shall post such documents or notices to a website available to the Lenders and shall notify the Lenders of such documentsposting. Notwithstanding anything contained hereinthe foregoing, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, Administrative Agent shall have no obligation whatsoever to request determine whether or not such information, documents or reports have been filed pursuant to XXXXX or the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by 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 documentsa website.

Appears in 1 contract

Samples: Security Agreement and Guaranty Agreement (Magnum Hunter Resources Corp)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company any Loan Party (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any of its Subsidiaries or other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b), (i) or 7.2 (to the extent any such documents are included in materials otherwise filed with the SECp) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which the Administrative Agent and each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided. Notwithstanding the foregoing, that: any delivery of reports or other information required by Section 8.01(a), (b), (i) Company or (p) shall deliver paper copies be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of TopCo on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such documents other publicly accessible internet database that may be established and maintained by the SEC as a substitute for or successor to Administrative Agent XXXXX) or any Lender that requests Company (B) been posted on TopCo’s or the Borrower’s Internet website as previously identified to deliver such paper copies and (ii) Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLenders. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Restricted Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents of REI or Midstream MLP required to be delivered pursuant to Section 7.1 8.01(a) or 7.2 (b) or of any Credit Party required to be delivered pursuant to Section 8.01 (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company REI, Midstream MLP or such Credit Party posts such documents, documents or provides a link thereto on Company’s website on the Internetits public website; or (ii) on which such documents are posted on Companythe 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, provided that: (iA) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Credit Parties hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). The Borrower hereby acknowledges that certain of the Lenders may from time to time elect to be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to REI, Midstream MLP or their respective securities) (each, a “Public Lender”) and the Borrower hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to REI, Midstream MLP and their respective securities for purposes of United States Federal and state securities laws; (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 shall be entitled to treat 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 (Rice Energy Inc.)

Other Requested Information. Such other information respecting with respect to the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which the Company posts such documents, or provides a link thereto on the Company’s website on the InternetInternet at the website address listed on Schedule 10.02; or (iib) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 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 each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “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 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 it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each 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 respective 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 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 each 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”. The parties hereto hereby agree that, unless and until the Administrative Agent and the Company agree otherwise, the Company shall not be required to xxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Such other information respecting with respect to the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered 122 #47923322 electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which the Company posts such documents, or provides a link thereto on the Company’s website on the InternetInternet at the website address listed on Schedule 10.02; or (iib) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 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 each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “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 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 it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each 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 respective 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 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 each 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”. The parties hereto hereby agree that, unless and until the Administrative Agent and the Company agree otherwise, the Company shall not be required to xxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary or ERISA Affiliate (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents \ Any report, statement or other material required to be delivered furnished pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) may (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which Company the Borrower posts such documentsreport, statement or other material, or provides a link thereto on Companythe Borrower’s website on the InternetInternet at xxx.xxxxxxx.xxx; or (ii) on which such documents are report, statement or other material is posted on Companythe Borrower’s behalf on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX) or 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); providedprovided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) ), of the posting of any such documents report, statement or other material and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsreport, statement or other material if requested. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or and maintaining its copies of such documents.

Appears in 1 contract

Samples: Credit Agreement (Cabot Oil & Gas Corp)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent, the Borrower or any other Subsidiary (including, without limitation, (x) a list of its first purchasers which accounted for at least 75% of the total revenues of the Parent, the Borrower and the other Subsidiaries during the twelve month period ended as of the immediately preceding December 31 or June 30th, as applicable, and (y) any Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Collateral Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower or Parent posts such documents, or provides a link thereto on Companythe Borrower’s public website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf or Parent’s behalf on an Internet or intranet website, if any, to which each Lender Lender, the Issuing Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, provided that: (ix) Company the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (iiy) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 (Vanguard Natural Resources, Inc.)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including, without limitation, any Plan and any reports or other information required to be filed by the Borrower or any of its the Subsidiaries under ERISA in respect of any Plan), or compliance with the Collateral terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may from time to time reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 7.1 8.01(a), Section 8.01(b), Section 8.01(g), Section 8.01(h) or 7.2 Section 8.01(i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website materials are publicly available as posted on the InternetSEC’s Electronic Data Gathering, Analysis and Retrieval system (XXXXX) (or any successor system); or (ii) on which such documents are posted on Companythe 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 made available by the Administrative Agent); provided, provided that: (iA) Company upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Halcon Resources Corp)

Other Requested Information. Such Subject to the last proviso to the last paragraph of this Section 5.01 below, such other certificates, reports and information respecting (financial or otherwise) as the respective propertiesAdministrative Agent may reasonably request from time to time, business affairsor a Lender acting through the Administrative Agent may reasonably request from time to time, in connection with the Borrowers’ or their Subsidiaries’ financial condition and/or operations or business; provided that notwithstanding anything to the contrary herein, neither the Borrowers nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of Company copies of or excerpts from, or any discussion of, any document, information or other matter (i) that constitutes material trade secrets or would cause a conflict of interest, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law or any Contractual Obligation owed to a Person that is not Holdings or any of its Subsidiaries Subsidiaries, or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product, in each case, to the Collateral as extent such prohibition did not arise from arrangements entered into in contemplation of such request of the Administrative Agent or and after using commercially reasonable efforts to receive the consent of any Lender may from time requisite Person to time reasonably requestsuch disclosure. Documents required to be delivered pursuant to this Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted delivered by the Borrower Representative to the Administrative Agent for posting on Company’s the Borrowers’ behalf on an Internet IntraLinks/SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (ii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent). Notwithstanding the foregoing, the obligations in paragraphs (b) and (c) of this Section 5.01 may be satisfied by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holding’s (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; providedprovided that, that: with respect to each of clauses (A) and (B), (i) Company to the extent such financial statements relate to any Parent Company, such financial statements shall deliver paper copies be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their Respective Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies the Borrowers as having been fairly presented in all material respects and (ii) Company to the extent such statements are in lieu of statements required to be provided under Section 5.01(c), such statements shall notify Administrative Agent be accompanied by a report and each Lender (by telecopier or electronic mail) opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(c); provided further that notwithstanding anything to the contrary herein, none of the posting of Borrowers or any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company Subsidiary shall be required to provide paper deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, 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 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.their respective representatives or 111

Appears in 1 contract

Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.)

Other Requested Information. Such other information respecting with respect to the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. 67 Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which the Company posts such documents, or provides a link thereto on the Company’s website on the InternetInternet at the website address listed on Schedule 10.02; or (iib) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 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 Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “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 Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such 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 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 Borrower or its or its Affiliates’ 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 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”. The parties hereto hereby agree that, unless and until the Administrative Agent and the Company agree otherwise, the Company shall not be required to mark any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif, Inc)

Other Requested Information. Such Promptly following any written request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including, without limitation, any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s public website on the Internet; or (iib) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (ii) Company 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 Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 (Chaparral Energy, Inc.)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower, any Restricted Subsidiary or any member of its Subsidiaries the Alpha Shale Group (including any Plan and any reports or other information required to be filed with respect thereto under the Collateral Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender the Majority Lenders may from time to time reasonably request. Documents required The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on Intralinks or another similar electronic system (the “Platform”). The Borrower hereby agrees that, if the Borrower becomes the issuer of any outstanding debt or equity securities that are registered under the Securities Act or become subject to the reporting requirements of the Exchange Act or are issued pursuant to a private offering under SEC Rule 144A in which the Borrower has agreed to exchange such securities for securities registered under the Securities Act, certain of the Lenders may thereafter elect to be delivered pursuant “public-side” Lenders (i.e., Lenders that do not wish to Section 7.1 or 7.2 (receive material non-public information with respect to the extent any such documents Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Company Materials that are included in materials otherwise filed with to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the SECword “PUBLIC” shall appear prominently on the first page thereof; (x) may be delivered electronically and if so delivered, by marking Company Materials “PUBLIC,” the Borrower shall be deemed to have been delivered on authorized the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Company’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative Agent and each Lender the Lenders to treat such Company Materials as either publicly available information or not material information (by telecopier although it may be sensitive and proprietary) with respect to the Borrower or electronic mailits securities for purposes of United States Federal and state securities laws; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the posting of any such documents Platform designated “Public Investor”; and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copiesz) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, Administrative Agent shall have no obligation be entitled to request the delivery or to maintain copies treat Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the documents referred to above, and in any event shall have no responsibility to monitor compliance by 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 documentsPlatform not designated “Public Investor.

Appears in 1 contract

Samples: Senior Secured Term (Rice Energy Inc.)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent or any Restricted Subsidiary (including, without limitation, any Plan and any reports or other information filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, or in order to assist the Collateral as Administrative Agent or any Lender and the Lenders in maintaining compliance with the Act, in each case as the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internetpublic website; or (iib) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 (Centennial Resource Development, Inc.)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary or ERISA Affiliate (including any Plan and any reports, notices or other information required to be filed or delivered with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(e) may (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which Company the Borrower posts such documentsreport, statement or other material, or provides a link thereto on Companythe Borrower’s website on the InternetInternet at xxx.xxxxxxx.xxx; or (ii) on which such documents are report, statement or other material is posted on Companythe Borrower’s behalf on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX) or 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); providedprovided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) ), of the posting of any such documents report, statement or other material and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsreport, statement or other material if requested. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or and maintaining its copies of such documents.

Appears in 1 contract

Samples: Credit Agreement (Coterra Energy Inc.)

Other Requested Information. Such Subject to the last proviso to the last paragraph of this Section 5.01 below, such other certificates, reports and information respecting (financial or otherwise) as the respective propertiesAdministrative Agent may reasonably request from time to time, business affairs, or a Lender acting through the Administrative Agent may reasonably request from time to time in connection with the Borrowers’ or their Subsidiaries’ financial condition and/or operations or business; provided that notwithstanding anything to the contrary herein, neither the Borrowers nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of Company copies of or excerpts from, or any discussion of, any document, information or other matter (i) that constitutes material trade secrets or would cause a conflict of interest, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law or any Contractual Obligation owed to a Person that is not Holdings or any of its Subsidiaries Subsidiaries, or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product, in each case, to the Collateral as extent such prohibition did not arise from arrangements entered into in contemplation of such request of the Administrative Agent or and after using commercially reasonable efforts to receive the consent of any Lender may from time requisite Person to time reasonably requestsuch disclosure. Documents required to be delivered pursuant to this Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted delivered by the Borrower Representative to the Administrative Agent for posting on Company’s the Borrowers’ behalf on an Internet IntraLinks/SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (ii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent). Notwithstanding the foregoing, the obligations in paragraphs (b) and (c) of this Section 5.01 may be satisfied by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holding’s (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; providedprovided that, that: with respect to each of clauses (A) and (B), (i) Company to the extent such financial statements relate to any Parent Company, such financial statements shall deliver paper copies be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their Respective Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies the Borrowers as having been fairly presented in all material respects and (ii) Company to the extent such statements are in lieu of statements required to be provided under Section 5.01(c), such statements shall notify Administrative Agent be accompanied by a report and each Lender (by telecopier or electronic mail) opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(c); provided further that notwithstanding anything to the contrary herein, none of the posting of Borrowers or any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company Subsidiary shall be required to provide paper deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Compliance Certificates required Administrative Agent (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which any Loan Party owes confidentiality obligations (to the extent not created in contemplation of such Loan Party’s Obligations under this Section 7.2(a5.01) to Administrative Agent. Except for such Compliance Certificates, 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 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 documentsthird party.

Appears in 1 contract

Samples: Term Loan Agreement (Allscripts Healthcare Solutions, Inc.)

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Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any one or more Restricted Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents To the extent any documents which are required to be delivered pursuant to Section 7.1 or 7.2 (to the extent any such documents 8.01 are included in materials otherwise filed with the SEC) , such documents may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the InternetInternet at the following website address: xxx.xxxxxxxxxxxxxxxxx.xxx; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company to in writing that the Borrower deliver such paper copies and (ii) Company shall notify until a written request to cease delivering paper copies is given by the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLender. Notwithstanding anything contained herein, in every instance Company the Borrower shall be required to provide paper portable document format (.pdf) or other electronic communication copies of the Compliance Certificates compliance certificates required by Section 7.2(a8.01(c) to the Administrative Agent. Except for such Compliance Certificatescompliance 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 Company 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 (Sanchez Energy Corp)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower, any other Loan Party or any Unrestricted Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b), (g) or 7.2 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website materials are publicly available as posted on the InternetElectronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on Companythe Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored made available by the Administrative Agent); providedprovided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 92 by Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website materials are publicly available as posted on the InternetElectronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on Companythe 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 made available by the Administrative Agent); provided, provided that: (iA) Company upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents.

Appears in 1 contract

Samples: Credit Agreement (Contango Oil & Gas Co)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Restricted Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). The Borrower hereby agrees that, if the Borrower becomes the issuer of any outstanding debt or equity securities that are registered under the Securities Act or become subject to the reporting requirements of the Exchange Act or are issued pursuant to a private offering under SEC Rule 144A in which the Borrower has agreed to exchange such securities for securities registered under the Securities Act, certain of the Lenders may thereafter elect to be delivered pursuant “public-side” Lenders (i.e., Lenders that do not wish to Section 7.1 or 7.2 (receive material non-public information with respect to the extent any such documents Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Company Materials that are included in materials otherwise filed with to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the SECword “PUBLIC” shall appear prominently on the first page thereof; (x) may be delivered electronically and if so delivered, by marking Company Materials “PUBLIC,” the Borrower shall be deemed to have been delivered on authorized the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Company’s behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative Agent and each Lender the Lenders to treat such Company Materials as either publicly available information or not material information (by telecopier although it may be sensitive and proprietary) with respect to the Borrower or electronic mailits securities for purposes of United States Federal and state securities laws; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the posting of any such documents Platform designated “Public Investor”; and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copiesz) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, Administrative Agent shall have no obligation be entitled to request the delivery or to maintain copies treat Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the documents referred to above, and in any event shall have no responsibility to monitor compliance by 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 documentsPlatform not designated “Public Investor.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Other Requested Information. Such other information respecting with respect to the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. 105 Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which the Company posts such documents, or provides a link thereto on the Company’s website on the InternetInternet at the website address listed on Schedule 10.02; or (iib) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the 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 (ii) the 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 if requested by the Administrative Agent, the Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a6.02(a) and the certificates required by Section 6.02(f) to the Administrative Agent. Except for such Compliance Certificatescertificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.. Each Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “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 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 it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each 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 respective 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 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 each 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”. The parties hereto hereby agree that, unless and until the Administrative Agent and the Company agree otherwise, the Company shall not be required to xxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”. 106

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Such other information respecting with respect to the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which the Company posts such documents, or provides a link thereto on the Company’s website on the InternetInternet at the website address listed on Schedule 10.02; or (iib) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 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 each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “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 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 it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each 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 respective 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 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 each 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”. The parties hereto hereby agree that, unless and until the Administrative Agent and the Company agree otherwise, the Company shall not be required to xxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Such Promptly following any reasonable request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent or any Restricted Subsidiary (including, without limitation, any Plan and any reports or other information filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, or in order to assist the Collateral Administrative Agent and the Lenders in maintaining compliance with the USA Patriot Act, in each case as the Administrative Agent may reasonably request; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender may from time to time reasonably requestfor purposes of compliance with the Beneficial Ownership Regulation, if applicable, or applicable “know your customer” requirements under the USA Patriot Act or other applicable anti-money laundering laws. 115 Documents required to be delivered pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ix) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internetpublic website; or (iiy) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 (Permian Resources Corp)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any of its Subsidiaries Subsidiary (including, without limitation, any Plan, Pension Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on Companythe Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company provided that the Borrower shall deliver paper copies of such documents in a form acceptable to Administrative Agent or any Lender that requests Company to deliver such paper copies and (ii) Company shall notify Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificatescompliance 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 Company 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. Each Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC,” suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all statements and certificates furnished pursuant to Section 8.11(a) shall be deemed to contain material nonpublic information and shall not be made available to Public Lenders. The Borrower hereby acknowledges that (a) 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, Syndtrak, ClearPar, 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 it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead 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 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 12.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Callon Petroleum Co)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including, without limitation, any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) may (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which Company the Borrower posts such documentsreport, statement or other material, or provides a link thereto on Companythe Borrower’s website on the InternetInternet at xxx.xxxxxxx.xxx; or (ii) on which such documents are report, statement or other material is posted on Companythe Borrower’s behalf on an the website of the SEC or other Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to Administrative Agent or any Lender provided that requests Company to deliver such paper copies and (ii) Company the Borrower shall notify the Administrative Agent and Agent, which shall then promptly notify each Lender (by telecopier or electronic mail) ), of the posting of any such documents report, statement or other material on a website other than the SEC’s website, and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding report, statement or other material if requested; notwithstanding anything contained herein, in every instance Company the Borrower shall be required to provide paper copies of the Compliance Certificates compliance certificate required by Section 7.2(a8.01(c) to the Administrative Agent, which shall then promptly furnish such compliance certificate to the Lenders. Except for such Compliance Certificatescompliance 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 Company 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 (Cabot Oil & Gas Corp)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company any Loan Party (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any of its Subsidiaries or other Loan Document, as the Collateral as Administrative Agent or any Lender the Lead Investor may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internetpublic website; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, commercial or third-party website and whether or whether not sponsored by the Administrative Agent); provided, provided that: (iA) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on Intralinks or another similar electronic system (the “Platform”). The Borrower hereby agrees that certain of the Lenders may elect to 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 (w) all Company 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 Company Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not material 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 Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat 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: Secured Term Loan Agreement (Resolute Energy Corp)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent, the Borrower or any other Subsidiary or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower or Parent posts such documents, or provides a link thereto on Companythe Borrower’s public website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf or Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, provided that: (ix) Company the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (iiy) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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: Term Loan Credit Agreement (Grizzly Energy, LLC)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company any Loan Party (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any of its Subsidiaries or other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b), (i) or 7.2 (to the extent any such documents are included in materials otherwise filed with the SECp) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which the Administrative Agent and each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided. Notwithstanding the foregoing, that: any delivery of reports or other information required by Section 8.01(a), (b), (i) Company or (p) shall deliver paper copies be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of Pubco on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such documents other publicly accessible internet database that may be established and maintained by the SEC as a substitute for or successor to Administrative Agent XXXXX) or any Lender that requests Company (B) been posted on Pubco’s or the Borrower’s Internet website as previously identified to deliver such paper copies and (ii) Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documentsLenders. Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance Certificates, The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents.

Appears in 1 contract

Samples: Credit Agreement (Desert Peak Minerals Inc.)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary or ERISA Affiliate (including, without limitation, any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) may (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which Company the Borrower posts such documentsreport, statement or other material, or provides a link thereto on Companythe Borrower’s website on the InternetInternet at xxx.xxxxxxx.xxx; or (ii) on which such documents are report, statement or other material is posted on Companythe Borrower’s behalf on an the website of the SEC or other Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) Company shall deliver paper copies of such documents to Administrative Agent or any Lender provided that requests Company to deliver such paper copies and (ii) Company the Borrower shall notify the Administrative Agent and Agent, which shall then promptly notify each Lender (by telecopier or electronic mail) ), of the posting of any such documents report, statement or other material on a website other than the SEC’s website, and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding report, statement or other material if requested; notwithstanding anything contained herein, in every instance Company the Borrower shall be required to provide paper copies of the Compliance Certificates compliance certificate required by Section 7.2(a8.01(c) to the Administrative Agent, which shall then promptly furnish such compliance certificate to the Lenders. Except for such Compliance Certificatescompliance 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 Company 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 (Cabot Oil & Gas Corp)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company Parent, the Borrower or any Restricted Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company Parent or the Borrower posts such documents, or provides a link thereto on CompanyParent’s website on or the InternetBorrower’s public website; or (ii) on which such documents are posted on Companythe 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, provided that: (i) Company Parent or the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company Parent or the Borrower, as applicable, 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of Parent and/or the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). Parent and the Borrower hereby acknowledge that certain of the Lenders may from time to time elect to 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”) and the Borrower hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” Parent and the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to Parent, the Borrower or their respective securities for purposes of United States Federal and state securities laws; (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 shall be entitled to treat 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 (Rice Energy Inc.)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent, the Borrower or any other Subsidiary (including, without limitation, a list of its first purchasers which accounted for at least 75% of the total revenues of the Parent, the Borrower and the other Subsidiaries during the twelve month period ended as of the immediately preceding December 31 or June 30th, as applicable) or compliance with the Collateral terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower or Parent posts such documents, or provides a link thereto on Companythe Borrower’s public website on the Internet; or (ii) on which such documents are posted on Companythe Borrower’s behalf or Parent’s behalf on an Internet or intranet website, if any, to which each Lender Lender, the Issuing Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, provided that: (ix) Company the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company 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 (iiy) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 (Grizzly Energy, LLC)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Restricted Subsidiary (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internetpublic website; or (ii) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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 Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). The Borrower hereby acknowledges that certain of the Lenders may from time to time elect to 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”) and the Borrower hereby agrees that (w) all Company 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 Company Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not material 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 Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to treat 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 (Rice Energy Inc.)

Other Requested Information. Such Promptly following any request therefor, (i) such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower, any JV Holdco or any Subsidiary (including, without limitation, any joint venture agreements and any Plan and any reports (and subject to Section 8.15) or other information required to be filed by the Borrower, any JV Holdco or any of its the Subsidiaries under ERISA in respect of any Plan), or compliance with the Collateral terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may from time to time reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 7.1 or 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) 8.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website materials are publicly available as posted on the InternetSEC’s Electronic Data Gathering, Analysis and Retrieval system (XXXXX) (or any successor system); or (ii) on which such documents are posted on Companythe 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 made available by the Administrative Agent); provided, provided that: (iA) Company upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent or any such Lender that requests Company until a written request to deliver such cease delivering paper copies is given by the Administrative Agent or such Lender and (iiB) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company the Borrower with any such request by a Lender for delivery, and each Lender shall be solely ​ ​ ​ responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Battalion Oil Corp)

Other Requested Information. Such Promptly following any reasonable request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Parent or any Restricted Subsidiary (including, without limitation, any Plan and any reports or other information filed with respect thereto under the Code or under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, or in order to assist the Collateral as Administrative Agent or any Lender and the Lenders in maintaining compliance with the Act, in each case as the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 8.01(a), Section 8.01(b) or 7.2 Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s website on the Internetpublic website; or (iib) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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.. Section 8.02

Appears in 1 contract

Samples: Credit Agreement (Centennial Resource Development, Inc.)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company the Borrower or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed by any Loan Party or Subsidiary thereof under ERISA), or compliance with the terms of its Subsidiaries this Agreement or any other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. As to any information contained in materials furnished pursuant to Section 8.01(h), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein. Documents required to be delivered pursuant to Section 7.1 8.01(a), (b) or 7.2 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Company the Borrower posts such documents, or provides a link thereto on Companythe Borrower’s Internet website on (such website address to be provided by the InternetBorrower to the Administrative Agent); or (ii) on which such documents are posted on Companythe 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, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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. In the event that the Borrower furnishes to the Administrative Agent written notices or other documentation pursuant to this Section 8.01, the Administrative Agent shall promptly furnish a copy thereof to each Lender pursuant to the procedures for notices and communications set forth in Section 12.01.

Appears in 1 contract

Samples: Credit Agreement (PMFG, Inc.)

Other Requested Information. Such other information respecting with respect to the respective properties, business affairs, financial condition and/or operations of Company or any of its Subsidiaries or the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.1 6.01(a) or 7.2 (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which the Company posts such documents, or provides a link thereto on the Company’s website on the InternetInternet at the website address listed on Schedule 10.02; or (iib) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the 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 Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 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 each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “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 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 it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each 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 respective 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 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 each 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”. The parties hereto hereby agree that, unless and until the Administrative Agent and the Company agree otherwise, the Company shall not be required to xxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Such Promptly following any request therefor, such other information respecting regarding the respective propertiesoperations, business affairs, affairs and financial condition and/or operations of Company any Credit Party (including any Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any of its Subsidiaries or other Loan Document, as the Collateral as Administrative Agent or any Lender may from time to time reasonably request. Documents and/or other information required to be delivered pursuant to Section 7.1 or 7.2 8.01(a), (b), (d) and (g) (in each case to the extent any such documents and/or financial information are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered to the Administrative Agent and the Lenders on the date (i) on which Company posts such documents, or provides a link thereto on Company’s website on the Internet; or (ii) on which such documents are posted on Company’s behalf on an Internet or intranet website, if any, to which each Lender and filed with the SEC (provided that the Administrative Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by Administrative Agentto such documents on such date); provided, provided that: (i) Company the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests Company upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Company the Borrower shall notify the Administrative Agent and each Lender (by telecopier fax or electronic mailemail) of the posting filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions email a link to such documents (i.e., soft copies) of such documentswhich may be included in the notice). Notwithstanding anything contained herein, in every instance Company shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(a) to Administrative Agent. Except for such Compliance 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 Company 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. As to any information contained in the materials furnished pursuant to Section 8.01(g), the Borrower shall not be separately required to furnish such information under Section 8.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Section 8.01(a) or (b) above at the times specified therein.

Appears in 1 contract

Samples: Credit Agreement (Energen Corp)

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