Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. (d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries. (f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. (h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 4 contracts
Sources: Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) Guarantor shall deliver to the Trustee Administrative Agent (for delivery to the Holders Lenders) (i) not later than forty-five (45) days after the close of Notes:
each fiscal quarter of Guarantor, a quarterly financial statement for Guarantor and (1ii) all quarterly and within ninety (90) days after the close of each fiscal year of Guarantor, audited annual reports that would be required financial statements of Guarantor for each such fiscal year, such financial statements to be contained substantially in a filing with the SEC on Forms 10-Q and 10-K if form of the Company were required financial statements referred to file in Section 8.1 of the Loan Agreement or such formsother form reasonably acceptable to the Administrative Agent, including a “Management’s Discussion balance sheet and Analysis statement of Financial Condition profit and Results loss setting forth in comparative form figures for the preceding fiscal year, prepared in accordance with GAAP and certified by an authorized officer of Operations” andGuarantor;
(b) at the time of the delivery of each of the financial statements provided for in subsection (a) of this Section 3.02, a certificate of an Authorized Officer of Guarantor, as applicable, certifying (i) that such respective financial statements and reports are true, correct, and accurate; (ii) in such detail as may be required by the Administrative Agent, the calculations required to establish whether Guarantor was in compliance with the requirements of Section 3.04 hereof on the date of such financial statements; and (iii) that such officer has no knowledge (after due inquiry), except as specifically stated, of any Event of Default or, if an Event of Default has occurred, specifying the nature thereof in reasonable detail and the action which Guarantor is taking or proposes to take with respect to the annual information only, a report thereon by the Company’s certified independent accountantsthereto; and
(2c) all current reports that would be required from time to be filed with time such other information regarding the SEC on Form 8-K if financial condition, operations, business or prospects of Guarantor or General Partner (as defined below), as the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports Administrative Agent may reasonably request. Notwithstanding the foregoing, in lieu of the financial statements and information certification of Guarantor described above in Section 4.03(a) to above, the Holders Administrative Agent shall accept the financial statements and certifications of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the Guarantor’s general partner ▇▇▇▇▇▇▇ filing system Properties, Inc. (or any successor filing system “General Partner”) of the SEC) orexact type described above with respect to Guarantor, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, so long as (i) such information will except for a liability on the balance sheet and an expense on the income statement of General Partner representing the interests of minority limited partners in Guarantor that are not owned by General Partner, the balance sheet and income statement of General Partner would, in accordance with GAAP, be required identical to contain the separate financial information for Guarantors as contemplated by Rule 3-10 that of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and Guarantor; (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which each such financial statement or report is so furnished); provided accompanied by the unqualified opinion of General Partner’s outside auditors to the effect that such cure shall not otherwise affect financial statements comply with the rights of requirements in clause (i) above and identifying the Holders under the provisions of Article 6 hereof if the principal of, premiumrespects, if any, on, and interest, if any, on, in which any item on the Notes have been accelerated financial statements of General Partner would need to be adjusted in order to reflect the proper treatment or amount of such item in accordance with GAAP for Guarantor; and (iii) there is no change in the terms structure or ownership of this Indenture Guarantor that the Administrative Agent concludes in reasonable discretion would require the delivery of financial statements by Guarantor itself in order to enable the Administrative Agent and such acceleration has not been rescinded or cancelled prior the Lender to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss evaluate the financial information required to be furnished pursuant to clause (1) condition of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lendersGuarantor.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Guaranty, Guaranty (Maguire Properties Inc), Repayment Guaranty (Maguire Properties Inc)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesIssuer shall:
(1) all quarterly and during such time as it is subject to the reporting requirements of the Exchange Act, file with the Trustee, within 30 days after it files the same with the SEC, copies of the annual reports and the information, documents and other reports that would be it is required to be contained in a filing file with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect pursuant to the annual information only, a report thereon by the Company’s certified independent accountantsExchange Act; and
(2) all current reports that would be required during such time as it is not subject to be filed the reporting requirements of the Exchange Act, file with the SEC on Form 8-K if the Company were Trustee, within 30 days after it would have been required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes same with the SEC, financial statements, including any notes thereto (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(dannual reports, an auditors’ report by a firm of established national reputation) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, both comparable to what it would have been required to file with the SEC had it been subject to the reporting requirements of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted SubsidiariesExchange Act.
(fb) Notwithstanding the foregoing, reports, information and documents filed with the SEC via the ▇▇▇▇▇ system will be deemed to be delivered to the Trustee as of the time of such filing via ▇▇▇▇▇ for purposes of this Section 5.03, provided, that the Trustee shall have no responsibility to determine if such filing has occurred.
(c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification required by this Section 4.03 5.03 shall be deemed cured (and the Company Issuer shall be deemed to be in compliance with this Section 4.035.03) upon furnishing or filing such financial information report or certification as contemplated by this Section 4.03 5.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 7 of the provisions of Article 6 hereof Base Indenture if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes interest have been accelerated in accordance with the terms of this the Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) Delivery of any reports, information and documents to the Trustee Trustee, including pursuant to this Section 4.03 5.03, is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder pursuant to Article 5 hereof (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 3 contracts
Sources: First Supplemental Indenture (Phillips 66 Partners Lp), Second Supplemental Indenture (Phillips 66 Partners Lp), Third Supplemental Indenture (Phillips 66 Partners Lp)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution . Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 3 contracts
Sources: Third Supplemental Indenture (Charter Communications, Inc. /Mo/), Second Supplemental Indenture (Charter Communications, Inc. /Mo/), First Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) will, within the time periods specified in the SECCommission’s rules and regulationsregulations applicable to non-accelerated filers, and upon requestfurnish, or cause the Company will furnish (Trustee to furnish, to the Holders, without exhibits) cost to the Trustee for delivery to or the Holders of NotesHolders:
(1) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such ; provided that, the availability of the foregoing reports and information described above in Section 4.03(a) to on the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the Commission’s ▇▇▇▇▇ filing system (or any successor filing system a publicly available website of the SEC) or, if Company will be deemed to satisfy the SEC will not accept such reports foregoing delivery requirements. In the event that any direct or information, if indirect parent company of the Company has posted such reports or informationbecomes a guarantor of the Notes, respectively, on the Company may satisfy its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G obligations under the Exchange Act or Item 10(e) of Regulation S-K this Section 4.03 with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of information relating to the rules and regulations applicable Company by furnishing information relating to such reports.
(e) If parent company; provided that the Company has designated any of its Subsidiaries as Unrestricted Subsidiariessame be accompanied by consolidated information that explains in reasonable detail the differences between the information relating to such parent, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) other hand. Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by comply with this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03covenant) upon furnishing or filing such financial information or report as contemplated by this Section 4.03 (but without regard to the date on which such financial statement information or report is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the all outstanding Notes shall have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(hb) The Company Issuers and the Guarantors agree thatwill, for so long as any Notes remain outstandingoutstanding and cannot be resold by non-affiliates without restriction under Rule 144, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of any reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Indenture (Delek Logistics Partners, LP), Indenture (Delek Logistics Partners, LP), Indenture (Delek Logistics Partners, LP)
Reports. (ai) Regardless As of whether their respective dates, none of the reports ------- or other statements filed by RCFC or RCFC Bank on or subsequent to December 31, 1997, with the FDIC or the SEC (collectively, "RCFC's Reports"), contained, or will contain, any untrue statement of a material fact or omitted or will omit to state a material fact required by to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements of RCFC included in RCFC's Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC). Each of the consolidated statements of condition contained or incorporated by reference in RCFC's Reports (including in each case any related notes and schedules) and each of the statements of operations, so long consolidated statements of cash flows and consolidated statements of changes in stockholders' equity, contained or incorporated by reference in RCFC's Reports (including in each case any related notes and schedules) fairly presented, or will fairly present, as any Notes the case may be, (A) the financial position of the entity or entities to which it relates as of its date, and (B) the results of operations, stockholders' equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that are outstandingnot material in amount or effect), the Company will file in each case in accordance with GAAP, except as may be noted therein. RCFC has made available to Bayonne a true and complete copy of each of RCFC's Reports filed with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulationssince December 31, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:1997.
(1ii) RCFC and each of its Subsidiaries have each timely filed all quarterly material reports, registrations and annual reports that would be statements, together with any amendments required to be contained in a filing made with the SEC on Forms 10-Q and 10-K if the Company respect thereto, that they were required to file such formssince December 31, including a “Management’s Discussion 1993 with (A) the FDIC, (B) the SEC, (C) the NASD, (D) the NYBD and Analysis of Financial Condition and Results of Operations” (E) any other SRO, and, with respect to the annual information onlyRCFC's knowledge, a report thereon by the Company’s certified independent accountants; and
(2) have paid all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsfees and assessments due and payable in connection therewith.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Merger Agreement (Richmond County Financial Corp), Agreement and Plan of Merger (Richmond County Financial Corp), Merger Agreement (Richmond County Financial Corp)
Reports. (a) Regardless The Issuer covenants and agrees to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of whether the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required by to file with the Commission pursuant to Section 13, Section 14 or Section 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to any of such sections, then furnish to the Trustee, substantially in accordance with the rules and regulations prescribed from time to time by the Commission, such of the SECsupplementary and periodic information, so long documents and reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept may be prescribed from time to time in such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will Issuer covenants and agrees to, or cause the Trustee to, transmit by mail, first class postage prepaid, reputable over-night delivery service which provides for evidence of receipt, or submitted via the Depository’s electronic messaging system in the case of Notes held through the Depository by Depository participants, to the Holders, as their names and addresses appear upon the Note Register, within 30 days after the furnishing thereof to the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to subsection (a) of this Section 9.05 as may be required by rules and regulations prescribed from time to time by the Commission.
(c) The Issuer covenants and agrees to furnish to the Trustee within 135 days of each fiscal year in which any of the Notes are Outstanding, or on or before such other day in each calendar year as the Issuer and the Trustee may from time to time agree upon, a certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (c), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.
(d) Notwithstanding anything else contained in this Section 9.05 to the contrary, the Issuer shall be deemed to have furnished such reports and information described above referred to in this Section 4.03(a) 9.05 to the Holders of Notes (Trustee and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company it has filed such reports or information, respectively, with the SEC using Commission via the ▇▇▇▇▇ filing system (or any successor filing system of the SECthereto) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accesspublicly available.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Indenture, Indenture (Lumen Technologies, Inc.), Indenture (Qwest Corp)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (for other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares), if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting power rather than the number of shares) Any has provided a guarantee with respect to the Notes and all Defaults has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to such Parent (or Events such other Person which, directly or indirectly, owns a majority of Default arising from a failure to furnish in a timely manner the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution . Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 3 contracts
Sources: Fourth Supplemental Indenture (Cco Holdings Capital Corp), Third Supplemental Indenture (Cco Holdings Capital Corp), Second Supplemental Indenture (Cco Holdings Capital Corp)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesthe Notes or the Trustee:
(1) all quarterly and annual reports that would be required no later than 90 days after the end of each fiscal year, (a) audited financial statements prepared in accordance with GAAP (with footnotes to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsfinancial statements), including the audit report on such financial statements issued by the Company’s certified independent accountants, (b) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” consistent with the presentation thereof in the Offering Circular and (c) a presentation of Adjusted EBITDA of the Company and its subsidiaries consistent with the presentation thereof in the Offering Circular and derived from such financial statements;
(2) no later than 45 days after the end of each of the first three calendar quarters of each fiscal year, (a) unaudited quarterly financial statements prepared in accordance with GAAP (with condensed footnotes to such financial statements consistent with past practice), (b) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” consistent with the presentation thereof in the Offering Circular (but omitting the discussion included in the “Overview” section) and (c) a presentation of Adjusted EBITDA of the Company and its subsidiaries consistent with the presentation thereof in the Offering Circular and derived from such financial statements; and
(3) within ten business days after the occurrence of any of the following events, a current report that contains a brief summary of the material terms, facts and/or circumstances involved to the extent not otherwise publicly disclosed: (i) entry by the Company or a Restricted Subsidiary into an agreement outside the ordinary course of business that is material to the Company and its Subsidiaries, taken as a whole, any material amendment thereto or termination of any such agreement other than in accordance with its terms (excluding, for the avoidance of doubt, employee compensatory or benefit agreements or plans), (ii) completion of a merger of the Company with or into another Person or a material acquisition or disposition of assets by the Company or a Restricted Subsidiary outside the ordinary course of business, (iii) the institution of, or material development under, bankruptcy proceedings under the U.S. Bankruptcy Code or similar proceedings under state or federal law with respect to the annual information onlyCompany, Finance Corp. or a report thereon by Significant Subsidiary, (iv) the Company’s certified independent accountants; and
(2) all current reports incurring Indebtedness outside the ordinary course of business that would be required is material to be filed with the SEC on Form 8-K if the Company were required (other than under a Credit Facility or other arrangement which has been described in the Offering Circular or borrowings under a Credit Facility that has otherwise been disclosed previously), or a triggering event that causes the increase or acceleration of any such obligation and, in any such case, the consequences thereof are material to file such reportsthe Company or any Restricted Subsidiary.
(b) The Company will be deemed to have furnished such reports and information described above in requirements of Section 4.03(a) to may be satisfied by the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, filing with the SEC using for public availability by Parent, the ▇▇▇▇▇ filing system (Company or any successor filing system a Subsidiary of either of the SECforegoing of (i) orany Annual Report on Form 10-K, (ii) a Quarterly Report on Form 10-Q or (iii) a Current Report on Form 8-K, containing the information required by Section 4.03(a) or part thereof with respect to the Company or Parent, as applicable, provided that any such financial information of Parent contains information reasonably sufficient to identify the material differences, if any, between the SEC will not accept such reports or informationfinancial information of Parent, if on the one hand, and the Company has posted such reports or information, respectivelyand its Subsidiaries on a stand-alone basis, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessthe other hand.
(c) For the avoidance of doubt, the information provided pursuant to Section 4.03(a) (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, provisions and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all . At any time that any of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Company’s Significant Subsidiaries as are Unrestricted Subsidiaries, then, to then the extent material, the annual and quarterly and annual financial information required by Section 4.03(a4.03(b) above (will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company.
(fd) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03covenant) upon furnishing such financial information as contemplated by this Section 4.03 covenant (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof in Section 6.01 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(ge) In addition, the The Company will hold and participate in annual conference calls with the Holders of the Notes, Beneficial Holders beneficial owners of the Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1Section 4.03(a)(1) of and Section 4.03(a4.03(a)(2) hereof no later than ten Business Days after the distribution of such financial information, unless, in each case, the Company reasonably determines that to do so would conflict with applicable securities laws, including in connection with any pending offering of securities. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. The Company shall, no later than three Business Days prior to the date of the conference calls required to be held in accordance with this paragraph, announce the date and time of such conference calls and all information necessary to enable Holders of Notes and security analysts to obtain access to such calls.
(hf) The Company and the Guarantors agree that, for so So long as any Notes remain are outstanding, if at any time they the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are not required given access (which may be password protected) and to file with the SEC which all of the reports required by this Section 4.03(a)4.03 are posted, unless they are otherwise publicly filed with the SEC.
(g) The Company and the Guarantors will shall furnish to the Holders and Beneficial Owners of Notes and to securities analysts and the Notes, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Indenture (Parsley Energy, Inc.), Indenture (Parsley Energy, Inc.), Indenture (Parsley Energy, Inc.)
Reports. By signing this Agreement, each Lender:
(a) Regardless is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be financial statements required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon delivered by the Company’s certified independent accountants; and
Parent Borrower hereunder and all field examinations, audits and appraisals of the Collateral received by the Agents (2) all current reports that would be required to be filed with collectively, the SEC on Form 8-K if the Company were required to file such reports.“Reports”);
(b) The Company will be deemed to have furnished such reports expressly agrees and information described above in Section 4.03(a) to acknowledges that the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, Administrative Agent (i) such information will not be required makes no representation or warranty as to contain the separate financial information for Guarantors as contemplated by Rule 3-10 accuracy of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisionsthe Reports, and (ii) such information shall not be required to comply with Regulation G under liable for any information contained in any Report;
(c) expressly agrees and acknowledges that the Exchange Act Reports are not comprehensive audits or Item 10(e) examinations and that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of Regulation S-K with respect to any non-GAAP financial measures contained therein.the Loan Parties’ personnel;
(d) Except as provided aboveagrees to keep all Reports confidential and strictly for its internal use, all such reports will be prepared and not to distribute, except to its participants, or use any Report in all material respects in accordance with all of the rules and regulations applicable to such reports.any other manner; and
(e) If without limiting the Company has designated any generality of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree thatindemnification provision contained in this Agreement, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
agrees (i) Delivery to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of reports, information and documents Credit that the indemnifying Lender has made or may make to the Trustee pursuant Parent Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to this Section 4.03 is for informational purposes onlypay and protect, and indemnify, defend, and hold the Trustee’s receipt of Administrative Agent and any such shall not constitute constructive notice other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any information contained therein third parties who might obtain all or determinable from information contained therein, including part of any Report through the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)indemnifying Lender.
Appears in 3 contracts
Sources: Abl Credit Agreement (Hd Supply, Inc.), Abl Credit Agreement (Hd Supply, Inc.), Abl Credit Agreement (HSI IP, Inc.)
Reports. (a) Regardless Whether or not the Issuer is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company Issuer will file with provide the SEC (unless Trustee and the SEC will not accept Holders within 15 Business Days after the filing, or in the event no such a filing) filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesExchange Act with:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the CompanyIssuer’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the Commission’s ▇▇▇▇▇ system or on the Parent’s or Issuer’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee). If a Parent Entity has provided the information as required by the foregoing paragraph as if such Parent Entity were the Issuer, the Issuer shall be deemed to have satisfied such requirements; provided that if the Parent Entity is not a Guarantor of the Notes, to the extent that, in the reasonable judgment of the Issuer, there are material differences between the financial information of the Issuer, on the one hand, and the Parent Entity, on the other hand, the Parent Entity provides to the Trustee and the Holders unaudited supplemental financial information that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries other than the Issuer and its Restricted Subsidiaries, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a stand-alone basis, on the other hand.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any of the Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)outstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors Issuer will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any provision of this reporting covenant for purposes of Section 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(d) Delivery of reports, information and documents referred to above to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). The Trustee shall have no duty to review or analyze reports delivered to it.
Appears in 3 contracts
Sources: Indenture (Xenia Hotels & Resorts, Inc.), Indenture (Xenia Hotels & Resorts, Inc.), Indenture (Xenia Hotels & Resorts, Inc.)
Reports. (a) Regardless Notwithstanding that the Company may not be required to remain subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will shall file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesset forth below:
(1i) within 90 days after the end of each fiscal year, all quarterly and annual reports financial information that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(2iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form.
(b) The Notwithstanding Section 4.2(a), the Company will shall not be deemed obligated to have furnished file such reports and information described above in Section 4.03(a) to with the Holders of Notes (and SEC if the Trustee shall be deemed to have delivered SEC does not permit such reports and filing, so long as the Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers of the Notes) if , in each case at the Company’s expense and by the applicable date the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not would be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) file such information shall not be required pursuant to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenpreceding paragraph. In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree thatforegoing, for so long as any Notes remain are outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (ior any successor regulation). The requirements set forth in this Section 4.2(b) Delivery and in Section 4.2(a) may be satisfied by posting copies of reportssuch information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustee, information Holders and documents prospective purchasers of the Notes. The Trustee shall have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee pursuant to this Section 4.03 is should be considered for informational purposes only, only and the Trustee’s receipt of such Trustee shall not constitute be deemed to have constructive notice of any information contained therein contained, or determinable from information contained thereincontained, in any reports referred to above, including the Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates).
(c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors.
(d) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (i) such financial statements are accompanied by consolidating financial information for such parent and the Company in the manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.
Appears in 3 contracts
Sources: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuer shall electronically file with the SEC (unless Commission by the SEC will not accept such a filing) within the time periods respective dates specified in the SECCommission’s rules and regulationsregulations (the “Required Filing Date”), and upon requestunless, in any such case, such filings are not then permitted by the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesCommission:
(1a) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and
(2b) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports.
(b) The Company will ; If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the Notes, as their names and addresses appear in the Note register, without cost to such Holders of the Notes, and file with the Trustee copies of the information or reports that the Issuer would be deemed required to have furnished such reports and information described above in Section 4.03(a) file with the Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Notes (pursuant to this Section 4.4 may, at the option of the Issuer, be filed by and be those of the Trustee shall be deemed to have delivered such Parent Guarantor rather than the Issuer. The availability of the foregoing reports and information to on the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the Commission’s ▇▇▇▇▇ filing system service (or any successor filing system of the SECthereto) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard satisfy the Issuer’s delivery obligations to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, Trustee and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution Holders. Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information or documents on the SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, to collect any such information from the SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of the Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.
Appears in 3 contracts
Sources: Seventeenth Supplemental Indenture (Celanese Corp), Sixteenth Supplemental Indenture (Celanese Corp), Sixteenth Supplemental Indenture (Celanese Corp)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
, if not filed electronically with the SEC (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its consolidated Subsidiaries) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
, in each case, within the time periods specified in the SEC’s rules and regulations. In addition, following the consummation of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement (b) The Company will be deemed to have furnished such reports as defined in the Appendix), whether or not required by the rules and information described above in Section 4.03(a) to regulations of the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if SEC, the Company has filed shall file a copy of all such information and reports or information, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of time periods specified in the SEC) or, if ’s rules and regulations (unless the SEC will not accept such reports a filing) and make such information available to securities analysts and prospective investors upon request. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or information, if the Company has posted such reports or information, respectively, on its websiteeffectiveness of the Shelf Registration Statement by the filing when required with the SEC of the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) and/or Shelf Registration Statement, and any amendments thereto, with such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of that satisfies Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial informationSecurities Act. The Company shall be permitted to combine this conference call at all times comply with any other conference call for other debt or equity holders or lendersTIA § 314(a).
(hb) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of reports, information and documents Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to this Section 4.03 TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 3 contracts
Sources: Indenture (Daramic, LLC), Indenture (Polypore International, Inc.), Indenture (Polypore International, Inc.)
Reports. (a) Regardless Whether or not the Company is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will file with provide the SEC (unless Trustee and the SEC will not accept Holders within 15 Business Days after the filing, or in the event no such a filing) filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesExchange Act with:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the Company’s certified independent accountants; , and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company ; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period specified above (provided that if posted to have furnished a secure internet portal, the Company will separately electronically deliver such reports and information described above in Section 4.03(a) to the Holders of Notes (and Trustee). If a Parent Entity has provided the Trustee information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have delivered satisfied such reports and information requirements; provided that if the Parent Entity is not a Guarantor of the Notes, the Parent Entity provides to the Trustee and the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate unaudited supplemental financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or that explains in each case any successor provisions, and (ii) such reasonable detail the differences between the information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable relating to such reports.
(e) If the Company has designated Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a stand-alone basis, on the financial condition and results of operations of its Unrestricted Subsidiariesother hand.
(fb) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any of the Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)outstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any provision of this reporting covenant for purposes of Section 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(d) Delivery of reports, information and documents referred to above, to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates).
Appears in 3 contracts
Sources: Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC (unless the SEC will not accept such a filing) for public availability), within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Operations that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (provided that such information shall show in reasonable detail, either on the face of the financial statements or in the footnotes thereto, the financial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the Subsidiaries of the Company that are not Guarantors with such reasonable detail as required by the SEC or as would be required by the SEC if the Company was subject to the periodic reporting requirements of the Exchange Act) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) . The Company will be deemed file a copy of the information and reports referred to have furnished such reports in clauses (1) and information described (2) above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or time periods specified in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reportsreports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA §314(a).
(eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.03(a)4.03, the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of reportsNotwithstanding anything to the contrary in Sections 4.03(a) and 4.03(b) above, information and documents the Company will be deemed to have furnished the reports required by this Section 4.03 to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt Holders of the Notes if the Company has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Company’s compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively on an Officers’ Certificate)▇▇▇▇▇ filing system and such reports are publicly available.
Appears in 3 contracts
Sources: Indenture (Isle of Capri Casinos Inc), Indenture (Isle of Capri Casinos Inc), Indenture (Isle of Capri Casinos Inc)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so long as the Notes of any Notes series are outstandingoutstanding (unless defeased or discharged), the Company will file with the SEC (unless the SEC will not accept such a filing) within ten days after the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 10, Rule 3-16, Rule 13-01 or Rule 13-02 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 VI hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes of any series have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders Owners of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as the Notes of any Notes series remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). It is understood that the Trustee shall have no obligation to determine whether or not the reports and information described above have been filed with the SEC or are available on the Company’s website and are available to Holders through internet access. The delivery of such reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 3 contracts
Sources: Supplemental Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP)
Reports. (a) Regardless of whether Whether or not the Company is required by the rules and regulations of to file reports with the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) SEC, within the time periods specified in the SEC’s 's rules and regulations, all such annual reports, quarterly reports and upon request, other documents that the Company would be required to file if it were subject to Section 13(a) or 15(d) under the Exchange Act. The Company will furnish also be required (without exhibitsi) to supply to the Trustee and each Holder, or supply to the Trustee for delivery forwarding to each such Holder, without cost to such Holder, copies of such reports and other documents within 15 days after the Holders of Notes:
(1) all quarterly date on which the Company files such reports and annual reports that documents with the SEC or the date on which the Company would be required to be contained in a filing with the SEC on Forms 10-Q file such reports and 10-K documents if the Company were so required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) if filing such information shall reports and documents with the SEC is not be required to comply with Regulation G accepted by the SEC or is prohibited under the Exchange Act or Item 10(e) Act, to supply at the Company's cost copies of Regulation S-K with respect such reports and documents to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) prospective Holder promptly upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) written request. In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree has agreed that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to specified in Rule 144A(d)(4) under the Securities Act.
(ib) Delivery of Notwithstanding subsection (a) above, so long as the Parent guarantees the Notes, the reports, information and other documents required to be filed and provided as described above may be those of the Trustee pursuant to this Section 4.03 is for informational purposes onlyParent, rather than the Company, so long as such filings (i) would satisfy the requirements of the Exchange Act and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including regulations promulgated thereunder and (ii) disclose the Company’s compliance with any 's results of its covenants hereunder (operations and financial condition in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section in at least such detail as to which would be required if the Trustee is entitled to rely exclusively on an Officers’ Certificate)Company were filing such report.
Appears in 3 contracts
Sources: Note Purchase Agreement (Signal Medical Services), Note Purchase Agreement (Jw Childs Equity Partners Ii Lp), Indenture (IMI of Arlington, Inc.)
Reports. (ai) Regardless As of whether their respective dates, none of the reports or other statements filed by NFB or NFB Bank on or subsequent to December 31, 1997 with the SEC (collectively, "NFB's Reports"), contained, or will contain, any untrue statement of a material fact or omitted or will omit to state a material fact required by to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements of NFB included in NFB's Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC). Each of the consolidated statements of condition, so long consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity contained or incorporated by reference in NFB's Reports (including in each case any related notes and schedules) fairly presented, or will fairly present, as any Notes are outstandingthe case may be, the Company will file with financial position, results of operations, cash flows and stockholders' equity, as the SEC case may be, of the entity or entities to which it relates for the periods set forth therein (unless the SEC will not accept such a filing) within the time periods specified subject, in the SEC’s rules and regulationscase of unaudited interim statements, and upon requestto normal year-end audit adjustments that are not material in amount or effect), the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:in each case in accordance with GAAP, except as may be noted therein.
(1ii) NFB and its Subsidiaries have each timely filed all quarterly material reports, registrations and annual reports that would be statements, together with any amendments required to be contained in a filing made with the SEC on Forms 10-Q and 10-K if the Company respect thereto, that they were required to file such formssince December 31, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and1996 with (A) the NYSBD, with respect to (B) FRB (C) the annual information onlyFDIC, a report thereon by the Company’s certified independent accountants; and
(2D) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC, (E) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its websiteNYSE and (F) any other SRO, and such reports or information, respectively, are available to Holders of Notes through internet accesshave paid all fees and assessments due and payable in connection therewith.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (North Fork Bancorporation Inc), Merger Agreement (JSB Financial Inc), Merger Agreement (North Fork Bancorporation Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to and the Holders of Notes:
Holders: (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and
and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
, in each case, within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents. In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (bi) and (ii) above with the SEC for public availability within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents (unless the SEC will not accept such a filing). The Company will shall at all times comply with TIA § 314(a). The Company shall be deemed to have furnished such the reports referred to in clauses (i) and information described (ii) above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accesspublicly available).
(cb) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct to the extent such information requirement is not satisfied by delivery of the information pursuant to clause (a) above.
(ic) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificate or certificates).
Appears in 3 contracts
Sources: Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc), Indenture (Asbury Automotive Group Inc)
Reports. (a) Regardless Notwithstanding that the Company may not be required to remain subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will shall file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesset forth below:
(1i) within 90 days after the end of each fiscal year, all quarterly and annual reports financial information that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(2iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form.
(b) The Notwithstanding Section 4.2(a), the Company will shall not be deemed obligated to have furnished file such reports and information described above in Section 4.03(a) to with the Holders of Notes (and SEC if the Trustee shall be deemed to have delivered SEC does not permit such reports and filing, so long as the Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers of the Notes) if , in each case at the Company’s expense and by the applicable date the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not would be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) file such information shall not be required pursuant to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenpreceding paragraph. In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree thatforegoing, for so long as any Notes remain are outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (ior any successor regulation). The requirements set forth in this Section 4.2(b) Delivery and in Section 4.2(a) may be satisfied by posting copies of reportssuch information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustee, information Holders and documents prospective purchasers of the Notes. The Trustee shall have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee pursuant to this Section 4.03 is should be considered for informational purposes only, only and the Trustee’s receipt of such Trustee shall not constitute be deemed to have constructive notice of any information contained therein contained, or determinable from information contained thereincontained, in any reports referred to above, including the Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
(c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors.
(d) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (i) such financial statements are accompanied by consolidating financial information for such parent and the Company in the manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.
Appears in 3 contracts
Sources: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to Holders, or cause the Trustee to furnish to the Holders, or file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee Commission for delivery to the Holders of Notespublic availability:
(1i) all quarterly and annual reports financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsauditors, which financial information shall be filed within (or prior to effectiveness of an exchange offer registration statement within 15 days after) the time period for such reports specified in the Commission’s rules and regulations; and
(2ii) all current reports after effectiveness of an exchange offer registration statement, within the time periods specified in the Commission’s rules and regulations, the information that would be required to be filed with the SEC Commission in current reports on Form 8-K if the Company were required to file such reports.
; provided, however, that, in the case of clause (bi) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes or (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) orii), if the SEC will last day of any such time period is not accept such reports or informationa Business Day, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain due on the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) next succeeding Business Day. All such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations of the Commission applicable to such reportsinformation.
(eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, thenare “minor” within the meaning of Rule 3-10 of Regulation S-X, to the extent materialsubstituting 5% for 3% where applicable), then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its the Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(fc) Any This Section 4.03 will not impose any duty on the Company under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all Defaults or Events the related Commission rules that would not otherwise be applicable.
(d) The Company will be deemed to have furnished to the Holders and to prospective investors the information referred to in subclauses (i) and (ii) of Default arising from a failure to furnish in a timely manner any financial information required by paragraph (a) of this Section 4.03 shall be deemed cured or the information referred to in paragraph (and the Company shall be deemed to be in compliance with this Section 4.03b) upon furnishing such financial information as contemplated by of this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and Company has posted such acceleration has not been rescinded reports or cancelled prior to such cure.
(g) In addition, information on the Company will hold and participate in annual conference calls Website with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers access to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts current and prospective investors, upon their request. For purposes of this Supplemental Indenture, the information required term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Company may from time to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents time designate in writing to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Fifth Supplemental Indenture (Vital Energy, Inc.), Third Supplemental Indenture (Laredo Petroleum, Inc.), Fourth Supplemental Indenture (Laredo Petroleum, Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
Subsidiaries of the Company. Such information may be provided by the Issuers in filings with the Securities and Exchange Commission, which filing shall satisfy the obligations set forth above. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (for other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares), if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting power rather than the number of shares) Any and all Defaults has furnished Holders the reports described in the preceding paragraphs with respect to such Parent (or Events such other Person which, directly or indirectly, owns a majority of Default arising from a failure to furnish in a timely manner the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03) upon furnishing such financial . Such information as contemplated may be provided by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated a Parent in accordance filings with the terms of Securities and Exchange Commission, which filing shall satisfy the obligations set forth in this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution paragraph. Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 3 contracts
Sources: Eighth Supplemental Indenture (Cco Holdings LLC), Seventh Supplemental Indenture (Cco Holdings LLC), Indenture (Cco Holdings LLC)
Reports. (a) Regardless Notwithstanding that the Parent may not be subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company Parent will file provide the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the SEC (unless Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so provided at the SEC times specified for the filing of such information, documents and reports under such Sections. The Parent will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing provide the Trustee with the SEC on Forms 10-Q and 10-K if the Company were required to file any such formsinformation, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current documents or reports that would be required to be are filed with the SEC and the Trustee shall have no responsibility whatsoever to determine if such information, documents or reports have been filed with the SEC. The Trustee shall not be obligated to monitor or confirm on Form 8-K if a continuing basis or otherwise, our compliance with the Company were required covenants or with respect to file such reportsany reports or other documents filed with the SEC or ▇▇▇▇▇ or any website under this Indenture, or participate in any conference calls.
(b) The Company Notwithstanding anything herein to the contrary, in the event that the Parent fails to comply with its obligation to file or provide such information, documents and reports as required hereunder, the Parent will be deemed to have furnished cured such Default for purposes of Section 6.01(4) upon the provision of all such information, documents and reports and information described above in Section 4.03(a) required hereunder prior to the expiration of 60 days after written notice to the Parent of such failure from the Trustee or the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system at least 25% of the SEC) or, if principal amount of the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessNotes.
(c) For so long as any Restricted Notes are outstanding the avoidance Parent agrees that, in order to render such Restricted Notes eligible for resale pursuant to Rule 144A under the Securities Act, it will make available, upon request, to any Holder of doubtRestricted Notes or prospective purchasers of Restricted Notes the information specified in Rule 144A(d)(4), (i) unless the Parent furnishes such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 SEC pursuant to Section 13 or 15(d) of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained thereinAct.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents under this Section 4.03, as well as any such reports, information and documents pursuant to this Indenture, to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ and Guarantors’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no responsibility or liability for the filing, timeliness or content of any report required under this Section 4.03 or any other reports, information and documents required under this Indenture (aside from any report that is expressly the responsibility of the Trustee subject to the terms hereof).
Appears in 3 contracts
Sources: Indenture (Endo International PLC), Indenture (Endo International PLC), Indenture (Endo International PLC)
Reports. (aWhether or not the Issuer is then subject to Section 13 or 15(d) Regardless of whether required by the rules and regulations of Exchange Act, the Issuer will file with the SEC, so long as any Notes Securities are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, (including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information onlyfinancial statements, a report thereon by the Company’s certified Issuer's independent accountants; and
), quarterly reports (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include including a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of ") and other periodic reports which the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes Issuer would have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC pursuant to such Section 13 or 15(d) if the reports required by Section 4.03(a)Issuer were so subject, and such documents shall be filed with the Company and the Guarantors will furnish SEC on or prior to the respective dates (the "Required Filing Dates") by which the Issuer would have been required so to file such documents if the Issuer were so subject. The Issuer will also in any event, so long as any Securities are outstanding and whether or not the filing of such documents by the Issuer with the SEC is prohibited under the Exchange Act, within 15 days of each Required Filing Date, (a) transmit by mail to all Holders of Notes Securities, as their names and addresses appear in the Registrar's books, without cost to securities analysts such Holders and prospective investors(b) file with the Trustee, upon their requestcopies of the annual reports, quarterly reports and other periodic reports which the information Issuer would have been required to be delivered file with the SEC pursuant to Rule 144A(d)(4Section 13 or 15(d) under of the Securities Act.
Exchange Act if the Issuer were subject to such Section 13 or 15(d). The Issuer will also comply with any other periodic reporting provisions pursuant to TIA (iS) 314(a). Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate' Certificates).
Appears in 2 contracts
Sources: Indenture (Globe Manufacturing Corp), Indenture (Globe Holdings Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to the SEC (unless the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon by on the Company’s certified annual consolidated financial statements of the Company of its independent public accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuers were required to file such reports.
(b) The While (a) any Parent of the Company will be deemed to have furnished such reports and information described above in Section 4.03(a) that guarantees the Notes is subject to the Holders reporting obligations of Notes Section 13 or 15(d) of the Exchange Act (and the Trustee shall be deemed to have delivered such reports and information including pursuant to the Holders terms of Notesits Indebtedness), (b) if the rules and regulations of the SEC permit the Company has filed and any such reports or information, respectively, with Parent to report at the SEC using the ▇▇▇▇▇ filing system (or any successor filing system level of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, Parent on its website, a consolidated basis and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For such Parent is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the avoidance Capital Stock of doubtthe Company, (i) such consolidated reporting at such Parent level in a manner consistent with that described in this Section 4.03 for the Company shall satisfy this Section 4.03; provided that such Parent includes in its reports information will not be about the Company that is required to contain the separate financial information for Guarantors as contemplated be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any financial statements successor rule then in effect. For any fiscal quarter or fiscal year at the end of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all which Subsidiaries of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as are Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights Subsidiaries of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) Company. In addition, after consummation of the Company will hold and participate in annual conference calls with Registered Exchange Offer for the Holders of Initial Notes, Beneficial Holders whether or not required by the SEC, the Issuers shall file a copy of Notes, bona fide prospective investors, securities analysts all of the information and market makers reports referred to discuss the financial information required to be furnished pursuant to clause in clauses (1) of Section 4.03(aand (2) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file above with the SEC for public availability within the reports required by Section 4.03(a)time periods specified in the SEC’s rules and regulations, unless the Company SEC will not accept such a filing, and the Guarantors will furnish to the Holders of Notes and make such information available to securities analysts and prospective investors, investors upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstandingoutstanding the Issuer will furnish to the Trustee and the nominee of the Depositary, on behalf of the Company will file with the SEC (unless the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports; provided, that if the Issuer files such reports electronically with the Commission’s Electronic Data Gathering Analysis and Retrieval System (or any successor system) within such time periods, the Issuer shall not be required under this Indenture to furnish such reports as specified above.
(b) The Company In addition, on or after the Issue Date, whether or not required by the Commission, the Issuer will be deemed file a copy of all of the information and reports referred to have furnished such reports in Sections 4.17(a)(1) and information described above in Section 4.03(a(2) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using Commission for public availability within the ▇▇▇▇▇ filing system time periods specified in the Commission’s rules and regulations (or any successor filing system of unless the SEC) or, if the SEC Commission will not accept such reports or information, if the Company has posted a filing) and make such reports or information, respectively, on its website, and such reports or information, respectively, are information available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, securities analysts and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) prospective investors upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) request. In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company Issuer and the Guarantors agree have agreed that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) In addition, if at any time any Parent becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or any direct or indirect parent of the Issuer (and performs only the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be furnished to holders of the Notes pursuant to this Section 4.17 may, at the option of the Issuer, be those of such Parent rather than the Issuer.
(d) Notwithstanding the foregoing, the requirements of this Section 4.17 shall be deemed satisfied with respect to the furnishing of a Form 10-K for the Issuer’s fiscal year 2009 by the filing with the Commission of a registration statement on Form 10 with respect to the Issuer’s common stock if the information that would have been contained in such report is included in such Form 10, or any amendments thereto, and filed with the Commission within the times periods contemplated above. The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.17 for the purposes of making such reports available to it and to the Holders of the Notes who may request such information. Delivery of such reports, information and documents to the Trustee pursuant to as may be required under this Section 4.03 4.17 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Nortek Inc), Indenture (Aigis Mechtronics, Inc.)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the The Company will file with use its best efforts to generate under the SEC Electronic Platform a report providing for the following figures within 10 Business Days after the end of each calendar quarter (unless the SEC will not accept "Reports") and to deliver such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) Reports to the Trustee Agent for delivery distribution to the Holders of NotesIssuing Banks:
(1i) the Base Currency Amount of all quarterly and annual reports that would be required to be contained in a filing with outstanding L/Gs as determined for such day;
(ii) the SEC aggregate Base Currency Amount of all outstanding L/Gs issued on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis behalf of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants;
(iii) the aggregate Base Currency Amount of all outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and
(2iv) all current reports that would be required relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount, the date of issuance or prolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation thereof) of such L/G) with respect to be filed with the SEC on Form 8-K if the Company were required to file such reportsany L/G outstanding.
(b) The Agent, the Lenders and the Issuing Banks may download copies of the Reports. In the event that the Agent and/or any Issuing Bank discovers an error in the Reports, such Party shall notify the Company will and the relevant other Parties accordingly. Upon receipt of such notice, the relevant Parties shall seek mutual agreement on the relevant corrections and any entries in the Electronic Platform shall be deemed to have furnished made or, as the case may be, corrected by the Company and/or the relevant Issuing Bank accordingly. In the case that any such reports and information described above correction has an impact on the amount of any fees payable or paid under this Agreement, the relevant Issuing Bank shall notify the Company of any such difference which shall be taken into account by the Issuing Bank in Section 4.03(a) the next notification to the Holders of Notes (Company and the Trustee shall be deemed to have delivered such reports and information payment to the Holders of NotesLenders pursuant to Clause 11.1 (Commitment fee) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system Clause 11.2 (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessL/G fee).
(c) For If the avoidance of doubtElectronic Platform is not available, each Issuing Bank shall upon request by the Agent provide the following figures to the Agent for distribution to the other Issuing Banks and the Company:
(i) the Base Currency Amount of all its outstanding L/Gs as determined for such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and day;
(ii) such the aggregate Base Currency Amount of all its outstanding L/Gs issued on behalf of the Company;
(iii) the aggregate Base Currency Amount of all its outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and
(iv) all relevant information shall not be required to comply with Regulation (including the name of the beneficiary of the L/G, the type of L/G, the L/G under amount, the Exchange Act date of issuance or Item 10(eprolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation thereof) of Regulation S-K such L/G) with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(aL/G outstanding. Paragraph (b) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiariesshall apply mutatis mutandis.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes Securities are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
Securities (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports , in each case within the time periods specified in the SEC's rules and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if regulations. In addition, the Company has filed shall file a copy of all such information and reports or information, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of time periods set forth in the SEC) or, if 's rules and regulations (unless the SEC will not accept such reports or information, if the Company has posted a filing) and make such reports or information, respectively, on its website, and such reports or information, respectively, are information available to Holders of Notes through internet access.
(c) For securities analysts and prospective investors upon request. In addition to the avoidance of doubtfinancial information required by the Exchange Act, (i) each such information will not quarterly and annual report shall be required to contain the separate "summarized financial information for Guarantors information" (as contemplated by defined in Rule 31-10 02(aa)(1) of Regulation S-X under the Exchange Act) showing Adjusted Operating Cash Flow for the Company and its Significant Subsidiaries, on a consolidated basis, where Adjusted Operating Cash Flow for the Company is calculated in a manner consistent with the manner described under the definition of "Adjusted Operating Cash Flow" contained herein. The summarized financial information required pursuant to the preceding sentence may, at the election of the Company, be included in the footnotes to the audited consolidated financial statements or any unaudited quarterly financial statements of unconsolidated subsidiaries or 50% or less owned Persons the Company and shall be as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules same dates and regulations applicable to such reports.
(e) If for the Company has designated any of its Subsidiaries same periods as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the consolidated financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard pursuant to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Exchange Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Senior Indenture (Pegasus Communications Corp), Senior Indenture (Pegasus Communications Corp)
Reports. (a) Regardless of whether To the extent Holdings is required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company Holdings will furnish (without exhibits) to the Trustee for delivery and to the Holders of NotesHolders:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Holdings were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of Holdings and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s Holdings’ certified independent accountants; provided that no information required to be provided pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X shall be required to be included therein; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Holdings were required to file such reports.
, in each case, within the time periods required for filing such forms and reports as specified in the SEC’s rules and regulations, including any extension period under Rule 12b-25 under the Exchange Act (b) The Company and during any period in which Holdings is not required to file reports with the SEC, within the time periods specified in the SEC’s rules and regulations applicable to a “non-accelerated filer,” including any extension period under Rule 12b-25 under the Exchange Act). To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have furnished satisfied its obligations with respect thereto at such reports time and information described above in Section 4.03(a) to the Holders any Default or Event of Notes (and the Trustee Default with respect thereto shall be deemed to have delivered been cured. The filing by Holdings of such information and such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or shall satisfy any successor filing system of the SEC) or, if the SEC will not accept requirement under this Indenture to furnish such reports or information, if to the Company has posted such reports or information, respectively, on its website, Trustee and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenHolders. In addition, to the extent materialnot satisfied by the foregoing, the quarterly and annual financial information required by Section 4.03(a) above Holdings will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain are outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors it will furnish to the Trustee and to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ib) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates delivered pursuant to this Indenture).
Appears in 2 contracts
Sources: Indenture (J C Penney Co Inc), Indenture (J C Penney Co Inc)
Reports. (a) Regardless The Company will file with the Trustee, within 15 days of whether being required by to file the rules and regulations of same with the SEC, so long as any Notes are outstandingcopies of its annual reports and of the information, documents and other reports that it may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.
(b) If the Company is not required to file information, documents or reports with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in Trustee and the SEC’s , in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in those rules and regulations, and upon request. At any time when the reports referred to herein are not filed with the SEC, the Company will furnish (without exhibits) to the Trustee for delivery to the maintain a non-public website on which Holders of Notes:
(1) all quarterly , prospective investors and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, securities analysts may access the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoCompany, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the direct Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, investors and securities analysts and market makers on its publicly available website to discuss contact the financial information required Company’s Chief Financial Officer to be furnished pursuant obtain access to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lendersnon-public website.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of the reports, information and documents described in this Section 4.03, to the Trustee pursuant to this Section 4.03 is are for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.
Appears in 2 contracts
Sources: Indenture (Residential Capital, LLC), Indenture (Residential Capital, LLC)
Reports. 12.1 The Operator shall maintain at its own expense a Subscriber Management System which should be fully integrated with the CAS. The Operator shall provide to the Broadcaster the Report(s) including complete and accurate opening and closing Subscriber Report(s) for the Subscribed Channel(s) and the Package containing the Subscribed Channel(s) within seven (7) days from the end of each month in such format as is set forth in Annexure C attached hereto or in such formats provided by the Broadcaster. Further, in the event the Operator desires to avail any of the incentive(s) offered by the Broadcaster as per the Incentive Schemes applicable on Bouquet Rates or A-la carte Rates, the Operator shall be under an obligation to provide additional Report(s) within seven (7) days from the end of each month in such format as referred to in the Agreement as set out in Annexure C of the Agreement.
12.2 If any Subscriber has opted for more than one connection from the Operator, all such additional connections must feature in the Subscriber Report(s).
12.3 Each Report shall be system generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format which cannot be manually edited and shall specify all information required to calculate the Monthly Average Subscriber Level (including, but not limited to, the number of Subscribers for each Subscribed Channel and each Package in which a Subscribed Channel is included) and the Monthly Subscription Fee payable to the Broadcaster, and shall be signed and attested by an officer of the Operator of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report(s) is true and correct. Any difference between the SMS and CAS reports shall have to be reconciled to the satisfaction of the Broadcaster. Non-provisioning of such Subscriber Report(s) shall constitute material breach of obligation on the part of the Operator. The Operator shall submit the Report(s) to the office of the Broadcaster located at Mumbai.
12.4 The Operator shall also include in its Report(s), comprehensive details of all incidents of piracy and signal theft involving in its network, the names of perpetrators involved in such incidents. The Operator shall provide such information promptly to the Broadcaster and co-operate with the Broadcaster to take such action as per Applicable Law(s). The obligation of Operator to provide the Report(s) shall survive termination of the Agreement until the Broadcaster receives the Report(s) for each relevant month for which any Monthly Subscription Fee is payable.
12.5 The Operator shall maintain throughout the Term and for twelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster, to verify and ascertain the (a) Regardless of whether required by the rules and regulations veracity of the SECReport(s) supplied by Operator pursuant to this Clause 12, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) the payments due to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its websiteBroadcaster hereunder, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyOperator’s compliance with any of its covenants hereunder (anti-piracy obligations as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)set out in this Agreement.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Reports. (a) Regardless Notwithstanding that the Company may not be subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SECExchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulationsregulations under the Exchange Act and, and upon requestwithin 10 Business Days of filing, or attempting to file, the Company will same with the SEC, furnish (without exhibits) to the Trustee for delivery and, upon its request, to any of the Holders of the Notes:
(1) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company’s filing of any such information, document or report with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or ▇▇▇▇▇) system or any successor thereto shall satisfy the reporting obligation described above. The Company shall at all times comply with TIA § 314(a).
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above will 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of reportssuch information, information documents and documents reports to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Second Supplemental Indenture (Whiting Petroleum Corp), First Supplemental Indenture (Whiting Petroleum Corp)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) within Holders of Notes, no later than fifteen days after the time periods specified in the SEC’s rules and regulationsregulations for a company subject to reporting under Section 13(a) or 15(d) of the Exchange Act (and, and upon request, during any period in which the both of the Company will furnish (without exhibits) and any Person of which the Company is a Subsidiary are not required to file reports with the Trustee for delivery SEC, within 15 days after the time periods specified in the SEC’s rules and regulations applicable to the Holders of Notes:filings made by a “large accelerated filer”):
(1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and;
(2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company ; provided, however, that no such report or information will be deemed required to have be so furnished if the Company determines in good faith that such reports and information described above in Section 4.03(a) event is not material to the Holders of Notes (or the business, assets, operations or financial condition of the Company and the Trustee shall be deemed to have delivered its Subsidiaries, taken as a whole. provided that such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, referenced in clauses (i) such information will and (ii) above shall not be required to contain the separate financial information for Guarantors as contemplated any non-consolidated entity that would be required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act.
(b) Whether or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules not required by Regulation S-Xthe SEC, or the Company will file a copy of all of the information and reports referred to in each case any successor provisions, Sections 4.03(a)(i) and (ii) such information shall not be required with the SEC for public availability no later than fifteen days after the time periods specified in the SEC’s rules and regulations for a company that is a “large accelerated filer” which is subject to comply with Regulation G reporting under Section 13(a) or 15(d) of the Exchange Act or Item 10(e(unless the SEC will not accept such a filing) of Regulation S-K with respect and make such information available to any non-GAAP financial measures contained therein.
(d) Except as provided above, securities analysts and prospective investors upon request. The Company will make all such reports will be prepared in all material respects in accordance with all information available to the Trustee and the Holders of the rules and regulations applicable to Notes, in each case, by posting such reports.
(e) If information on its website or Intralinks or any comparable password-protected online datasystem that will require a confidentiality acknowledgement. Notwithstanding the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenforegoing, to the extent material, the quarterly Company files the information and annual financial reports referred to Section 4.03(a)(i) and (ii) with the SEC and such information required by Section 4.03(a) above will include a reasonably detailed presentation, either is publicly available on the face of the financial statements or in the footnotes theretoInternet, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing its obligations to furnish such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights Holders of the Holders under Notes and to make such information available to securities analysts and prospective investors; provided, however, that the provisions of Article 6 hereof Trustee shall have no responsibility whatsoever to determine if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration filing has not been rescinded or cancelled prior to such cureoccurred.
(gc) In addition, if any direct or indirect parent entity of the Company will hold (i) has no material liabilities and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt Guarantee of Indebtedness of the Company or equity holders or lenders.
any of its Subsidiaries permitted by this Indenture (h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with such Indebtedness appears on the SEC the reports required by Section 4.03(aconsolidated balance sheet of such parent entity and its Subsidiaries), (ii) has no material assets other than the Capital Stock of the Company and the Guarantors Capital Stock of any Subsidiary of such parent entity that is a direct or indirect parent company of the Company and that is the direct or indirect owner of 100.0% of the Equity Interests of the Company (and such other direct or indirect parent company of the Company has no material liabilities and no material assets other than Guarantees of Indebtedness of the Company or any of its Subsidiaries permitted by this Indenture (so long as such Indebtedness appears on the consolidated balance sheet of such parent and its Subsidiaries) and the Capital Stock of the Company or any such direct or indirect parent company) and (iii) such parent entity is a guarantor of the Notes, then the Indenture will permit the Company to satisfy its obligations under Sections 4.03(a), (b) and (c) with information regarding such parent entity as if such parent entity were substituted for the Company within such paragraphs.
(d) To the extent not otherwise satisfied by the provisions of this Section 4.03, the Company shall furnish to the Holders of Notes and to Holders, securities analysts and prospective investors, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ie) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates).
Appears in 2 contracts
Sources: Indenture (Stericycle Inc), Indenture (Stericycle Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon requestthe Parent will, within five Business Days after filing, or attempting to file, the Company will same with the Commission, (a) furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes:
(1) all quarterly and annual reports financial and other information with respect to the Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent registered public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e, including Section 3-10 of Regulation S-X, if the Parent is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If the Company Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenand such Unrestricted Subsidiaries, to the extent materialindividually or taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) above the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Parent and its Restricted Subsidiaries separate from excluding the financial condition and results of operations of its Unrestricted Subsidiaries.
(fb) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification required by this Section 4.03 shall be deemed cured (and the Company Parent shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial information report or certification as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.03(a)4.03, the Company Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such thereof shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including each of the Company’s Issuers’ and the Guarantors’ compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission.
Appears in 2 contracts
Sources: Indenture (Archrock, Inc.), Indenture (Archrock Partners, L.P.)
Reports. (a) Regardless Notwithstanding that the Company may not be subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SECExchange Act, so long as any Notes are outstanding, the Company will file with the SEC (will, unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules they have been so filed and regulationsmade publicly available, and upon request, the Company will furnish (without exhibits) deliver to the Trustee for delivery and, upon a Holder’s prior written request to the Holders Company, furnish (whether through hard copy or internet access through a publicly-maintained site not protected by a password) to such Holder of Notes, within five Business Days of filing, or attempting to file, the same with the SEC:
(1) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual financial information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) The Company will be deemed to have furnished such the reports and information described above in required by paragraph (a) of this Section 4.03(a) 4.03 to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are publicly available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above will 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(e) In the event that any direct or indirect parent company of the Company is a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same be accompanied by consolidated information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(f) Any Delivery of reports, information and all documents to the Trustee under this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein. The Trustee shall have no responsibility or liability for the filing, timeliness or content of such reports, information or documents.
(g) All Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement information or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Calumet, Inc. /DE), Indenture (Calumet, Inc. /DE)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) Holders of Notes within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish regulations (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company and its Subsidiaries were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company and its Subsidiaries were required to file such reports.
. In addition, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (bunless the SEC will not accept such a filing) The and make such information available to securities analysts and prospective investors upon request if not then publicly available. For purposes of this Section 4.03, the Company will shall be deemed to have furnished such the reports and information described above in Section 4.03(a) to the Holders of the Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) as required by this Section 4.03 if the Company it has filed such reports or information, respectively, with the SEC using via the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial informationpublicly available. The Company shall be permitted to combine this conference call at all times comply with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required TIA Section 314(a). Delivery by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this TIA Section 4.03 is 314(a) shall be for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (Valimar Home & Land Company, LLC), Indenture (Wci Communities Inc)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company Issuer will file with the SEC (unless the SEC will not accept such or make publicly available on a filing) website, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports of the Issuer containing substantially all of the financial information that would be required to be contained in a filing with the SEC an annual report on Forms 10-Q and Form 10-K if under the Company were required to file such formsExchange Act, including (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, ’’ and (ii) audited financial statements prepared in accordance with respect to GAAP and a report on the annual information only, a report thereon financial statements by the CompanyIssuer’s certified independent accountants; andregistered public accounting firm;
(2) quarterly reports of the Issuer containing substantially all current reports of the financial information that would be required to be filed with the SEC contained in a quarterly report on Form 810-K if Q under the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or informationExchange Act, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, including (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations, ’’ and (ii) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); and
(3) current reports of the financial condition and results of operations Issuer containing substantially all of the Company and its Restricted Subsidiaries separate from information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act. Notwithstanding any of the foregoing, (a) no certifications, reports or attestations concerning the financial condition statements, disclosure controls and results procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of operations 2002, as amended, and the SEC rules and regulations implementing that Act, will be required; (b) no financial schedules specified in Regulation S-X under the Securities Act will be required; (c) compliance with the requirements of its Unrestricted SubsidiariesItem 10(e) of Regulation S-K under the Securities Act will not be required; (d) information specified in Rules 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and Affiliates will not be required; and (e) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act will be required.
(fb) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner So long as any financial Notes are outstanding, the Issuer will also: (a) not later than 10 Business Days after providing the information required by this Section 4.03 shall be deemed cured 4.03(a)(1) and (a)(2), hold a publicly accessible conference call to discuss such information for the relevant fiscal period (including a question and answer portion of the Company shall call); and (b) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference call required by Section 4.03(a), announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Issuer to obtain such information.
(c) Notwithstanding anything to the contrary contained herein, so long as TerraForm Power, Inc. (x) continues to control, directly or indirectly, more than 50% of the Voting Stock of the Parent, (y) consolidates the Parent and its Subsidiaries in accordance with GAAP and (z) has no material operations, assets or revenues other than those of the Parent and its Subsidiaries, the filing by TerraForm Power, Inc. of its quarterly, annual and current reports and consolidated financial statements referred to above on either the SEC’s ▇▇▇▇▇ filing system or a publicly accessible website, and a publicly accessible quarterly conference call of TerraForm Power, Inc., will be deemed to be in compliance with satisfy the obligations of the Issuer under this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect in the rights case of the Holders under quarterly and annual reports, the provisions same are accompanied by information that explains in reasonable detail the differences between the information relating to TerraForm Power, Inc. and any of Article 6 hereof if its Subsidiaries other than the principal ofParent and its Subsidiaries, premium, if any, onon the one hand, and interestthe information relating to the Parent and its Subsidiaries on a stand-alone basis, if any, on, on the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) other hand. In addition, the Company will hold and participate in annual conference calls with Issuer, the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company Parent and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by this Section 4.03(a)4.03 with the SEC, the Company and the Guarantors they will furnish to the Trustee, Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) Delivery of any such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). Further, the Trustee will have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s ▇▇▇▇▇ filing system (or its successor).
(e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements in Section 4.03(a) for purposes of Section 6.01(3) until 60 days after the date any report hereunder is required to be filed with the SEC or made available on a website pursuant to this Section 4.03.
Appears in 2 contracts
Sources: Indenture (TerraForm Power, Inc.), Indenture (TerraForm Power, Inc.)
Reports. (a) Regardless of whether Since January 1, 2004, the Seller and its subsidiaries have timely filed, and subsequent to the date hereof, will timely file, all reports, registrations and statements, together with any amendments required by the rules to be made with respect thereto, that were and regulations of are required to be filed with (i) the SEC, so long as any Notes are outstandingincluding, the Company will file with the SEC (unless the SEC will but not accept such a filing) within the time periods specified in the SEC’s rules and regulationslimited to, and upon requestForms 10-K, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10Forms 8-K if (collectively, the Company were required ‘‘Seller SEC Reports’’) (and copies of all such Seller SEC Reports have been or will be delivered or otherwise made available by the Seller to file the Parent) and (ii) any applicable state securities authorities (except, in the case of state securities authorities, no such formsrepresentation is made as to filings which are not material) (all such reports, including a “Management’s Discussion registrations and Analysis statements, together with any amendments thereto, are collectively referred to herein as the ‘‘Seller Reports’’) and have paid all fees and assessments due and payable in connection with any of Financial Condition and Results the foregoing. As of Operations” their respective dates, the Seller Reports complied and, with respect to filings made after the annual information onlydate of this Agreement, a report thereon will at the date of filing comply, in all material respects, with all of the statutes, rules and regulations enforced or promulgated by the Company’s certified independent accountants; regulatory authority with which they were filed and did not contain and
(2) all current reports that would be , with respect to filings made after the date of this Agreement, will not at the date of filing contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Seller’s subsidiaries is required to file any form, report or other document with the SEC. The Seller has made available to the Parent true and complete copies of all amendments and modifications that have not been filed by the Seller or any subsidiary with the SEC on Form 8-K if to all agreements, documents and other instruments that previously had been filed by the Company were required to file such reportsSeller or any subsidiary with the SEC and are currently in effect.
(b) The Company will be deemed to have furnished such reports Seller has (i) designed and information described above maintained disclosure controls and procedures (as defined in Section 4.03(aRules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Holders Seller, including its consolidated subsidiaries, that is required to be disclosed by the Seller in the reports it files under the Exchange Act is made known to its principal executive officer and principal financial officer or other appropriate members of Notes management as appropriate to allow timely decisions regarding required disclosure; (ii) designed and maintained a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the Trustee shall be deemed preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (A) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (B) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have delivered such reports and information to a material effect on the Holders of NotesSeller’s financial statements; (iii) if the Company has filed such reports or information, respectively, with the SEC using participation of the Seller’s principal executive and financial officers, completed an assessment of the effectiveness of the Seller’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system (or any successor filing system of Act for the SEC) oryear ended December 31, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website2005, and such reports assessment concluded that such internal controls were effective using the framework specified in the Seller’s Annual Report on Form 10-K for such year ended; and (iv) to the extent required by applicable Laws, disclosed in such report or informationin any amendment thereto any change in the Seller’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, respectivelyor is reasonably likely to materially affect, are available to Holders of Notes through internet accessthe Seller’s internal control over financial reporting.
(c) For Seller has disclosed, based on the avoidance most recent quarterly evaluation of doubtinternal control over financial reporting, to the Seller’s auditors and audit committee of the Seller board of directors (i) such information will not be required any significant deficiency or material weakness in the design or operation of internal control over financial reporting that is reasonably likely to contain adversely affect the separate Seller’s ability to record, process, summarize and report financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisionsinformation, and (ii) such information shall any fraud, whether or not be required to comply with Regulation G under material, that involves management or other employees who have a significant role in the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP Seller’s internal control over financial measures contained thereinreporting.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
There are no pending (ei) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenformal or, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face knowledge of the Seller, informal investigations of Seller by the SEC, (ii) to the knowledge of the Seller, inspections of an audit of the Seller’s financial statements by the Public Company Accounting Oversight Boards or in (iii) investigations by the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, audit committee of the financial condition and results Seller board of operations of directors regarding any complaint, allegation, assertion or claim that the Company and its Restricted Subsidiaries separate from Seller or any the financial condition and results of operations of its Unrestricted SubsidiariesSeller subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Merger Agreement (Digitas Inc), Merger Agreement (Digitas Inc)
Reports. (a) Regardless So long as any Notes are outstanding (whether or not the Company or Parent is subject to the reporting requirements of whether required by Section 13 or 15(d) of the Exchange Act or otherwise reports on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations of the SECCommission), so long as any Notes are outstanding, Parent or the Company will file with furnish to the SEC Trustee and to Holders of Notes the following:
(unless the SEC will not accept such a filing1) within the time periods period specified in the SECCommission’s rules and regulations, and upon requestincluding after giving effect to applicable extensions under rule 12b-25 of the Exchange Act, annual reports of Parent on Form 10-K (as then applicable to Parent) (or any successor or comparable form) containing the Company will furnish information required to be contained therein (without exhibits) to the Trustee for delivery to the Holders of Notes:or required in such successor or comparable form);
(12) all within the time period specified in the Commission’s rules and regulations, including after giving effect to applicable extensions under rule 12b-25 of the Exchange Act, quarterly and annual reports that would be of Parent on Form 10-Q (as then applicable to Parent) (or any successor or comparable form) containing the information required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were such Form (or required to file in such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantssuccessor or comparable form); and
(23) within 10 days after the time period specified in the Commission’s rules and regulations, all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports.
(b) The Company will be deemed to have furnished such reports referred to above to the Trustee and information described above in Section 4.03(a) to the Holders of the Notes (and if the Trustee shall be deemed to have delivered such reports and information to the Holders Company or any direct or indirect parent of Notes) if the Company has filed such reports or information, respectively, with the SEC using Commission via the ▇▇▇▇▇ (or successor) filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accesspublicly available.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenIn addition, to the extent materialnot satisfied by the foregoing, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree thatshall, for so long as any Notes remain outstanding, if at any time they are not required to file with freely transferrable under the SEC the reports required by Section 4.03(a)Securities Act, the Company and the Guarantors will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Act (i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of or any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificatesuccessor provision).
Appears in 2 contracts
Sources: Indenture (Adient PLC), Indenture (Adient PLC)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstandingoutstanding the Issuer will furnish to the Trustee and Cede & Co., as the Company will file with nominee of the SEC (unless DTC, on behalf of the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’s Commission's rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee regulations for delivery to the Holders of Notesa non-accelerated filer:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s Issuer's certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports; provided, that if the Issuer files such reports electronically with the Commission's Electronic Data Gathering Analysis and Retrieval System (or any successor system) within such time periods, the Issuer shall not be required under this Indenture to furnish such reports as specified above.
(b) The Company In addition, following the date by which the Issuer is required to consummate the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the Commission, the Issuer will be deemed file a copy of all of the information and reports referred to have furnished such reports in Sections 4.17(a)(1) and information described above in Section 4.03(a(2) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using Commission for public availability within the ▇▇▇▇▇ filing system time periods specified in the Commission's rules and regulations (or any successor filing system of unless the SEC) or, if the SEC Commission will not accept such reports or information, if the Company has posted a filing) and make such reports or information, respectively, on its website, and such reports or information, respectively, are information available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, securities analysts and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) prospective investors upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) request. In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company Issuer and the Guarantors agree have agreed that, for so long as any Notes (but not the Exchange Notes) remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) In addition, if at any time any Parent becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or any direct or indirect parent of the Issuer (and performs only the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this Section 4.17 may, at the option of the Issuer, be filed by and be those of such Parent rather than the Issuer.
(d) To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Section 6.01 if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.17 for the purposes of making such reports available to it and to the Holders of the Notes who may request such information. Delivery of such reports, information and documents to the Trustee pursuant to as may be required under this Section 4.03 4.17 is for informational purposes only, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ ' Certificate).
Appears in 2 contracts
Sources: Indenture (Nortek Inc), Indenture (Nortek Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of any Parent (for other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers), if such Parent (or other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers) Any has provided a guarantee with respect to the Notes and all Defaults has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to such Parent (or Events other Person which, directly or indirectly, owns 100% of Default arising from a failure to furnish in a timely manner the outstanding common equity interests of the Issuers) (including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution . Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate' Certificates).
Appears in 2 contracts
Sources: First Supplemental Indenture (Charter Communications, Inc. /Mo/), Second Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless Trustee and the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish regulations (without exhibits) to the Trustee for delivery to the Holders of Notes:including all applicable extensions):
(1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountantsauditors; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectivelyprovided, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) orhowever, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, that (i) in no event shall such information will not financial statements or reports be required to contain the separate financial information for Guarantors as contemplated by comply with (w) Rule 3-10 of Regulation S-X promulgated by the Commission (or any financial statements such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of unconsolidated subsidiaries doubt, Rules 13-01 or 50% or less owned Persons as contemplated 13-02 of Regulation S-X promulgated by the Commission), (x) Rule 3-09 of Regulation S-X (or any schedules required by such other rule or regulation that amends, supplements or replaces such Rule 3-09) or (y) Rule 3-16 of Regulation S-XX (or such other rule or regulation that amends, supplements or in each case any successor provisions, replaces such Rule 3-16) and (ii) in no event shall such information shall not financial statements or reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of information sufficient to ascertain the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries, excluding in all respects the financial condition and results of operations of its Unrestricted Subsidiaries, to the extent such information has not been filed with the Commission.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) The Company shall be deemed to have furnished such reports to the Trustee and the Holders if it has filed such reports with the Commission using the ▇▇▇▇▇ filing system and such reports are publicly available.
(e) Notwithstanding anything herein to the contrary, the Company shall be deemed not to have failed to comply with any of its obligations hereunder for purposes of clause (v) under Section 6.01 until 120 days after the date any report hereunder is required to be made available to the Trustee and the Holders pursuant to this Section 4.03.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantors’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty or responsibility to review such reports, information or documents or to determine whether or not such reports have been filed with the Commission.
Appears in 2 contracts
Sources: Indenture (Cinemark Usa Inc /Tx), Indenture (Cinemark Holdings, Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon requestthe Parent will, within five Business Days after filing, or attempting to file, the Company will same with the Commission, (a) furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes:
(1) all quarterly and annual reports financial and other information with respect to the Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent registered public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e, including Section 3-10 of Regulation S-X, if the Parent is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If the Company Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenand such Unrestricted Subsidiaries, to the extent materialindividually or taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) above the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Parent and its Restricted Subsidiaries separate from excluding the financial condition and results of operations of its Unrestricted Subsidiaries.
(fb) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification required by this Section 4.03 shall be deemed cured (and the Company Parent shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial information report or certification as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.03(a)4.03, the Company Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such thereof shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including each of the Company’s Issuers’ and the Guarantors’ compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission.
Appears in 2 contracts
Sources: Indenture (Archrock, Inc.), Indenture (Archrock, Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulationsregulations (unless the SEC will not accept such a filing), and upon request, the Company will furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of Notes, within five Business Days of filing, or attempting to file, the same with the SEC:
(1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information report only, a report thereon on the Company’s annual financial statements by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) . The Company will be deemed to have furnished such availability of the foregoing reports and information described above in Section 4.03(a) to on the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the SEC’s ▇▇▇▇▇ filing system (or any successor filing system of will be deemed to satisfy the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all foregoing delivery requirements. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. The Company will at all times comply with TIA §314(a).
(eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(fc) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial a report or other information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial report or other information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report other information is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders or the Trustee under the provisions of Article 6 hereof if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gd) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ie) Delivery of the foregoing information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)
Reports. (a) Regardless The Company will furnish or file with the Trustee, (i) within 15 days after it files the same with the SEC, copies of whether required the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by the rules and regulations of the SEC, so long as any Notes are outstanding, prescribe) that the Company will is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act and (unless ii) other information, documents, or reports as may be required pursuant to the SEC will not accept such a filing) within Trust Indenture Act at the time periods specified times and in the SEC’s rules and regulations, and upon requestmanner provided in the Trust Indenture Act. For purposes of this Section 4.2, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered to, or filed such reports and information to with, the Holders of NotesTrustee (and, if applicable, any other Persons) as required by this Section 4.2 if the Company it has filed such reports or information, respectively, information with the SEC using via the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept otherwise made such reports or information, if information publicly available on a freely accessible page on the Company has posted Company’s website. The Trustee shall have no obligation whatsoever to determine whether or not such reports and information have been filed or informationhave been posted on such website.
(b) The Company also shall furnish to the Trustee, respectivelywithin 120 days after the end of each fiscal year of the Company, on its websitea brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and such reports or information, respectively, are available to Holders of Notes through internet accesscovenants under the Indenture.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein[reserved].
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of any reports, information and documents to the Trustee pursuant to this Section 4.03 paragraphs (a) and (b) above is for informational purposes only, only and the Trustee’s receipt of such shall not constitute notice, constructive notice or otherwise, of any information contained therein or determinable from information contained therein, including the Company’s compliance by the Company with any of its the Company’s covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificatecertificates described in paragraph (b) above).
Appears in 2 contracts
Sources: Third Supplemental Indenture (Diamondback Energy, Inc.), Second Supplemental Indenture (Diamondback Energy, Inc.)
Reports. (a) Regardless Notwithstanding that the Company may not be subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SECExchange Act, so long as the Company is required, pursuant to any of the respective indentures governing any outstanding series of the Existing Notes, to submit reports to the Commission, the Company shall (for so long as any Notes are remain outstanding) file (or furnish, as the Company will file case may be) with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules Commission and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesand the Trustee:
(1) all quarterly and within 120 days after the end of each fiscal year of the Company, annual reports that would be required to be contained in a filing with on the SEC Commission’s Form 20-F or Form 40-F, as applicable, or any successor form; and
(2) (a) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on Forms the Commission’s Form 10-Q or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, reports on the Commission’s Form 6-K, or any successor form, which in each case, regardless of applicable requirements, shall, at a minimum, contain unaudited interim financial statements and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” andEach such report shall be deemed to be delivered to Holders and the Trustee if the Company either files (or furnishes, as the case may be) such report with respect the Commission through the Commission’s ▇▇▇▇▇ database (or successor database thereto), posts such report on its public website or furnishes such report to the annual information only, a report thereon by Trustee. The Trustee shall have no responsibility whatsoever to determine if any reports have been posted to ▇▇▇▇▇ or on the Company’s certified independent accountantspublic website. If the Company is no longer required under any of the respective indentures governing any outstanding series of the Existing Notes, applicable law or otherwise to file or furnish such reports with the Commission and no longer does so, the Company shall instead furnish to Holders and the Trustee: (X) within 120 days after the end of each fiscal year, annual audited financial statements; and
and (2Y) all current reports that would within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited interim financial statements; in each case together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which shall be required deemed to be filed with delivered to the SEC on Form 8-K Holders and the Trustee if the Company were required furnishes such reports to file such reportsthe Trustee or posts them on its public website.
(b) The For so long as any Notes remain outstanding, the Company will be deemed to have furnished such reports and information described above in Section 4.03(a) shall furnish to the Holders of Notes (and Holders, upon their request, the Trustee shall information required to be deemed delivered pursuant to have delivered such reports and information to Rule 144A(d)(4) under the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessSecurities Act.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by this Section 4.03(a) above will shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its the Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) Delivery of any reports, information and documents under this Section 4.03, as well as any such reports, information and documents pursuant to this Indenture, to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no responsibility or liability for the filing, timeliness or content of any report required under this Section 4.03 or any other reports, information and documents required under this Indenture (aside from any report that is expressly the responsibility of the Trustee subject to the terms hereof).
Appears in 2 contracts
Sources: Indenture (Videotron Ltee), Indenture (Quebecor Media Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless Trustee and the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish regulations (without exhibits) to the Trustee for delivery to the Holders of Notes:including all applicable extensions):
(1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountantsauditors; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectivelyprovided, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) orhowever, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, that (i) in no event shall such information will not financial statements or reports be required to contain the separate financial information for Guarantors as contemplated by Rule comply with Rules 3-10 09, 3-10, 13-01 or 13-02 of Regulation S-X promulgated by the Commission (or any financial statements of unconsolidated subsidiaries such other rule or 50% regulation that amends, supplements or less owned Persons as contemplated by Rule replaces such Rules 3-09 of Regulation S09, 3-X 10, 13-01 or any schedules required by Regulation S13-X, or in each case any successor provisions, 02) and (ii) in no event shall such information shall not financial statements or reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentationshall include, either on the face of the financial statements or in the footnotes thereto, and or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or comparable sections, of information sufficient to ascertain the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries, excluding in all respects the financial condition and results of operations of its Unrestricted Subsidiaries, to the extent such information has not been filed with the Commission.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) The Company shall be deemed to have furnished such reports to the Trustee and the Holders if it has filed such reports with the Commission using the ▇▇▇▇▇ filing system and such reports are publicly available.
(e) Notwithstanding anything herein to the contrary, the Company shall be deemed not to have failed to comply with any of its obligations hereunder for purposes of clause (v) under Section 6.01 until 120 days after the date any report hereunder is required to be made available to the Trustee and the Holders pursuant to this Section 4.03.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantors’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty or responsibility to review such reports, information or documents or to determine whether or not such reports have been filed with the Commission.
Appears in 2 contracts
Sources: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, each of the Company will and TC Funding (in each case as applicable) shall furnish by mail, as their names and addresses appear in the Note Registers, to the Holders, without cost to such Holders and within 15 days of the date by which the Company or TC Funding would have been required to so file with the SEC (unless the SEC will not accept "Required Filing Date") pursuant to Section 13(a) or 15(d) of the Exchange Act if such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:person were so subject,
(1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company or TC Funding were required to file such forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s 's or TC Funding's certified independent accountants; and
(2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company or TC Funding were required to file such reports.
(b) The Company will be deemed to have furnished such reports In addition, whether or not required by the rules and information described above in Section 4.03(a) to regulations of the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if SEC, the Company has filed such and TC Funding shall file a copy of all information and reports or information, respectively, referred to in clause (a) with the SEC using for public availability on or prior to the ▇▇▇▇▇ filing system respective Required Filing Dates (or any successor filing system of to the SECextent permitted by applicable law) or, if the SEC will not accept and make such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are information available to Holders of Notes through internet accesssecurities analysts and prospective investors upon request. The Company and TC Funding shall at all times comply with TIA Section 314(a).
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)Company, the Company TC Funding and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) In addition, each of the Company and TC Funding shall, within 15 days of each Required Filing Date, file with the Trustee a copy of all information and reports referred to in clause (a), together with supplemental information in respect of summary financial data for each of the Casino Properties at the Company's cost. Delivery of the reports, information and other documents set forth in this Section 4.03 to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s 's receipt of such reports, information and other documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's or TC Funding's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)under this Indenture.
Appears in 2 contracts
Sources: Indenture (Trump Indiana Inc), Indenture (Trump Indiana Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Parent will file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes, within five Business Days of filing, or attempting to file, the same with the SEC:
(1) all quarterly and annual reports financial and other information with respect to the Parent and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Parent were required to file such reports. The availability of the foregoing information or reports on the Commission’s website will be deemed to satisfy the foregoing delivery requirements.
(b) The Company will be deemed to have furnished such reports Parent and information described above in Section 4.03(a) the Guarantors shall furnish to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system Beneficial Owners of the SEC) orNotes, if prospective purchasers of the SEC will not accept such reports or Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessSecurities Act.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above will 5.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Second Supplemental Indenture (Summit Midstream Partners, LP), First Supplemental Indenture (Summit Midstream Partners, LP)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Subordinated Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
Subordinated Notes (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to " that describes the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if financial condition and results of operations of the Company were required to file such reports.
and its consolidated Subsidiaries (b) The Company will be deemed to have furnished such reports and information described above showing in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentationreasonable detail, either on the face of the financial statements or in the footnotes thereto, thereto and in "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of ," the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company ) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company shall file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
(fb) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Subordinated Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Sf Holdings Group Inc), Indenture (Sf Holdings Group Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, post on the Company will Website and furnish (without exhibits) to the Trustee for delivery and to any of the Holders and Beneficial Owners of NotesNotes (by hard copy or internet access), in each case, within five Business Days of the date such filing would otherwise be required to be made with the Commission:
(1i) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion prepared in all material respects in accordance with the rules and Analysis of Financial Condition and Results of Operations” regulations applicable to such Forms, and, with respect to the annual information only, a report thereon on the annual financial statements that would be required to be contained in a Form 10-K by the Company’s certified independent accountants; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, thenwould not be a Significant Subsidiary), to the extent material, then the quarterly and annual financial information required by Section 4.03(a4.03(a)(i) above will shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and to the financial statements or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission.
(d) The Company will be deemed to have furnished to the Trustee and Holders and Beneficial Owners of Notes the reports and information referred to above in this Section 4.03 if the Company has filed them with the Commission. For purposes of this Section 4.03, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.
Appears in 2 contracts
Sources: Indenture (USA Compression Partners, LP), Indenture (USA Compression Partners, LP)
Reports. (a) Regardless of whether required by the rules and regulations of the SECSince January 1, so long as any Notes are outstanding1997, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be Seller has timely filed with the SEC on Form 8-K if and the Company were NASD all Securities Documents required by the Securities Laws and such Securities Documents complied in all material respects with the Securities Laws and did not contain any untrue statement of a material fact or omit to state any material fact required to file such reportsbe stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) The Company will be deemed Seller, the Seller's Bank and each of the Seller's Subsidiaries has timely filed and made available to have furnished such the Buyer true and complete copies of all forms, reports and information described above documents required to be filed by each of them with all appropriate federal or state governmental or regulatory authorities charged with the supervision of banks or bank holding companies or engaged in Section 4.03(athe insurance of bank deposits, including without limitation, the Commissioner of Banks of The Commonwealth of Massachusetts (the "Massachusetts Commissioner"), the FRB, and the FDIC (collectively, the "Bank Regulators") since January 1, 1997, and have paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for normal periodic examinations conducted by the FDIC, the Massachusetts Commissioner or any other Bank Regulator in the regular course of the business of the Seller, the Seller's Bank and the Seller's Subsidiaries (the "Bank Examinations"), no Bank Regulator has initiated any proceeding or, to the Holders knowledge of Notes (the Seller, investigation into the business or operations of the Seller, the Seller's Bank or any of the Seller's Subsidiaries since December 31, 1996. The Seller, the Seller's Bank and the Trustee shall be deemed Seller's Subsidiaries have not received any objection from any regulatory agency to have delivered such reports and information any of their responses to the Holders of Notes) if the Company has filed such reports any violation, criticism or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or exception by any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K Bank Regulator with respect to any non-GAAP financial measures contained thereinreport or statement relating to any examinations, which objection remains unresolved.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Financial Services Corp), Merger Agreement (Home Port Bancorp Inc)
Reports. By signing this Agreement, each Lender:
(a) Regardless is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be financial statements required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon delivered by the Company’s certified independent accountants; and
Parent Borrower hereunder and all field examinations, audits and appraisals of the Collateral received by the Agents (2) all current reports that would be required to be filed with collectively, the SEC on Form 8-K if the Company were required to file such reports.“Reports”);
(b) The Company will be deemed to have furnished such reports expressly agrees and information described above in Section 4.03(a) to acknowledges that the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, Administrative Agent (i) such information will not be required makes no representation or warranty as to contain the separate financial information for Guarantors as contemplated by Rule 3-10 accuracy of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisionsthe Reports, and (ii) such information shall not be required to comply with Regulation G under liable for any information contained in any Report;
(c) expressly agrees and acknowledges that the Exchange Act Reports are not comprehensive audits or Item 10(e) examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of Regulation S-K with respect to any non-GAAP financial measures contained therein.the Loan Parties’ personnel;
(d) Except as provided aboveagrees to keep all Reports confidential and strictly for its internal use, all such reports will be prepared and not to distribute except to its participants, or use any Report in all material respects in accordance with all of the rules and regulations applicable to such reports.any other manner; and
(e) If without limiting the Company has designated any generality of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree thatindemnification provision contained in this Agreement, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
agrees: (i) Delivery to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of reports, information and documents Credit that the indemnifying Lender has made or may make to the Trustee pursuant Parent Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to this Section 4.03 is for informational purposes onlypay and protect, and indemnify, defend, and hold the Trustee’s receipt of Administrative Agent and any such shall not constitute constructive notice other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any information contained therein third parties who might obtain all or determinable from information contained therein, including part of any Report through the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)indemnifying Lender.
Appears in 2 contracts
Sources: Abl Credit Agreement (Us Foods, Inc.), Abl Credit Agreement (Great North Imports, LLC)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file if not filed electronically with the SEC (unless the SEC will not accept such a filing) within the time periods specified in through the SEC’s rules and regulationsElectronic Data Gathering, Analysis, and upon requestRetrieval System (or any successor system) (“▇▇▇▇▇”), the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of the Notes, within fifteen (15) days after the time periods specified below:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or Form 6-K and Form 20-F if the Company were a “foreign private issuer” as such term is defined under the rules and regulations of the SEC), if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants, within, in the case of annual information, 120 days after the end of each fiscal year and within, in the case of quarterly information, 60 days after the end of each of the first three fiscal quarters of each fiscal year; and
(2) as promptly as provided in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K (or Form 6-K if the Company was a “foreign private issuer” as such term is defined under the rules and regulations of the SEC) if the Company were required to file such reports.
(b) The ; in each case, in a manner that complies in all material respects with the requirements specified in such form. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have furnished satisfied its obligations with respect thereto at such reports time and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee any Default with respect thereto shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenbeen cured. In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In additionforegoing, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree agrees that, for so long as any Notes remain are outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors it will furnish to the Holders of Notes and to securities analysts and prospective investorspurchasers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ib) Substantially concurrently with the furnishing or making such information available to the Holders pursuant to Section 3.10(a), unless otherwise made available on ▇▇▇▇▇, the Company shall also post copies of such information required by Section 3.10(a) on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders, prospective purchasers of the Notes (which prospective purchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company), and securities analysts and market making financial institutions that are reasonably satisfactory to the Company.
(c) The Company may satisfy its obligations set forth in Sections 3.10(a) and (b) by furnishing reports relating to any Parent (including by making such reports available through ▇▇▇▇▇); provided that, in the case of any financial information, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(d) The Company will also hold quarterly conference calls for the Holders of the Notes to discuss financial information for the previous quarter; it being understood that such quarterly conference call may be the same conference call as with the Company’s (or any Parent’s) equity investors and analysts. In the event the Company (or any Parent) does not hold any such conference call for equity investors and analysts, the conference call for the Holders of the Notes will be held following the last day of each fiscal quarter of the Company and the Company will use its commercially reasonable efforts to cause such call to be held not later than ten (10) Business Days from the time that the Company distributes the financial information as set forth in Section 3.10(b). The Company will issue a press release announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates).
Appears in 2 contracts
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, ▇▇▇▇▇ Energy Partners shall furnish (whether through hard copy or internet access) to the Company will file with Holders of Notes or cause the SEC (unless Trustee to furnish to the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company ▇▇▇▇▇ Energy Partners were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company ▇▇▇▇▇ Energy Partners were required to file such reports.
(b) The Company . ▇▇▇▇▇ Energy Partners will be deemed to have furnished such reports and information described in clauses (1) and (2) above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notesnotes) if the Company ▇▇▇▇▇ Energy Partners has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, or if the SEC will not accept such reports or information, if the Company ▇▇▇▇▇ Energy Partners has posted such reports or information, respectively, on its website, and such reports or information, respectively, are publicly available to Holders of Notes through internet access.
. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the ▇▇▇▇▇ filing system (c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements successor filing system of unconsolidated subsidiaries the SEC). In the event that any direct or 50% or less owned Persons as contemplated by Rule 3-09 indirect parent company of Regulation S-X or any schedules required by Regulation S-X▇▇▇▇▇ Energy Partners becomes a guarantor of the Notes, or in each case any successor provisions▇▇▇▇▇ Energy Partners may satisfy its obligations under this Section 4.03, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as information relating to ▇▇▇▇▇ Energy Partners by furnishing corresponding information relating to such parent company; provided above, all such reports will be prepared in all material respects in accordance with all that the same includes an explanation of the rules and regulations applicable differences between the information relating to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesparent, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company information relating to ▇▇▇▇▇ Energy Partners and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) other hand. Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by comply with this Section 4.03 shall be deemed cured (and the Company ▇▇▇▇▇ Energy Partners shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial information or report as contemplated by this Section 4.03 covenant (but without regard to the date on which such financial statement information or report is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 Section 6.01 hereof if the principal of, premium, if any, on, and interest, if any, on, the all outstanding Notes shall have been accelerated in accordance with the terms of this the Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gb) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not none of ▇▇▇▇▇ Energy Partners and the Guarantors is required to file with the SEC the reports required by paragraph (a) of this Section 4.03(a)4.03, the Company ▇▇▇▇▇ Energy Partners and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Holly Energy Partners Lp), Indenture (Holly Energy Partners Lp)
Reports. (a) Regardless of whether To the extent required by the rules and regulations of the SEC, so long as any Notes are outstanding, ▇▇▇▇▇▇▇ will furnish to the Company Trustee and, upon request, will file with furnish to beneficial owners of and prospective investors in the SEC Notes a copy of all of the information and reports referred to in clauses (unless the SEC will not accept such a filing1) and (2) below within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) (A) all quarterly and annual reports financial information that would be ▇▇▇▇▇▇▇ is required to be contained in a filing file with the SEC on Forms 1020-Q and 10F or 40-K F, as applicable (or any successor forms), containing the information required therein (or required in such successor form), if the Company were ▇▇▇▇▇▇▇ was required to file such formsForms and was a reporting issuer under the securities laws of the Province of Alberta or Ontario; and (B) for the first three quarters of each year, all quarterly financial information that ▇▇▇▇▇▇▇ would have been required to file or furnish with the SEC on Form 6-K (or any successor form), if ▇▇▇▇▇▇▇ was required to file or furnish, as applicable, such Form and was a reporting issuer under the securities laws of the Province of Alberta or Ontario; and, in each case including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified ▇▇▇▇▇▇▇’▇ independent accountants; and
(2) all current reports that would be are required to be filed or furnished by ▇▇▇▇▇▇▇ with the SEC on Form 86-K if the Company were ▇▇▇▇▇▇▇ was required to file or furnish, as applicable, such reportsForm and was a reporting issuer under the securities laws of the Province of Alberta or Ontario.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of So long as any Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or informationare outstanding, respectively, with the SEC using the ▇▇▇▇▇▇▇ filing system will furnish to the Trustee and, upon request, will furnish to beneficial owners of and prospective investors in the Notes a copy of all of the information and reports referred to in clauses (1) and (2) below within the time periods specified by applicable Canadian securities laws:
(1) (A) all annual financial information and reports that ▇▇▇▇▇▇▇ is required to file with the Canadian securities regulatory authorities as a reporting issuer under the securities laws of the Province of Alberta and Ontario; and (B) for the first three quarters of each year, all quarterly financial information that ▇▇▇▇▇▇▇ is required to file as reporting issuer under the securities laws of the Province of Alberta and Ontario; and, in each case including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by ▇▇▇▇▇▇▇’▇ independent accountants; and
(2) all material change reports that ▇▇▇▇▇▇▇ is required to file under the securities laws of the Province of Alberta or Ontario. Notwithstanding the foregoing:
(3) if at any time ▇▇▇▇▇▇▇ (or any successor) is not both a Guarantor and the parent company of the Issuer; or
(4) if at any time ▇▇▇▇▇▇▇, if it was required to file or furnish, as applicable, the reports described in Section 4.03(b)(1) would not (by virtue of ▇▇▇▇▇▇▇’▇ reports being provided pursuant to Section 4.03(b)(1)) be exempt from the obligation to file its own reports with the SEC pursuant to either (i) the provisions of Rule 12h-5 of the Exchange Act (or any successor filing system provision thereto) or (ii) if applicable, an equivalent exemption or relief from the corresponding reporting requirements under Canadian securities laws; the reports, information and other documents of ▇▇▇▇▇▇▇ required to be filed and provided as described above shall be those of, in the case of paragraph (3), the Issuer (combined, as applicable, with the information of existing Guarantors whose results would not otherwise be consolidated with those of the SECIssuer and its Subsidiaries) or, if in the SEC will not accept such reports or informationcase of paragraph (4), if both ▇▇▇▇▇▇▇ and the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) Issuer. If the Company ▇▇▇▇▇▇▇ has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by this Section 4.03(a) above 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company ▇▇▇▇▇▇▇ and its Restricted Subsidiaries separate from excluding the financial condition and results of operations of its Unrestricted Subsidiaries.
; provided, however, that if the Unrestricted Subsidiaries, on a combined basis, are “minor” (fas defined in Rule 3-10(h)(6) Any and of Regulation S-X under the Securities Act) then disclosure to that effect will be sufficient for purposes of this paragraph. In addition, all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by and reports to be provided pursuant to this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the contain all financial information required to be furnished pursuant provided in quarterly reports under the laws of Canada or any province thereof to clause (1) security holders of Section 4.03(a) hereof no later than ten Business Days after a company with securities listed on the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lendersToronto Stock Exchange.
(hc) The Company In addition, ▇▇▇▇▇▇▇, the Issuer and the Subsidiary Guarantors agree have agreed that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Compton Petroleum Holdings CORP), Indenture (Compton Petroleum Holdings CORP)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer will furnish to the Holders of Notes (or file with the SEC (unless the SEC will not accept such a filing) for public availability), within the time periods specified in the SEC’s rules and regulationsregulations applicable to a non-accelerated filer, after giving effect to all applicable extensions and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notescure periods:
(1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information report only, a report thereon on the Issuer’s consolidated financial statements by the CompanyIssuer’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuer were required to file such reports.
(b) . The Company will be deemed to have furnished such availability of the foregoing reports and information described above in Section 4.03(a) to on the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the SEC’s ▇▇▇▇▇ filing system (or any successor filing system of will be deemed to satisfy the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessforegoing delivery requirements.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(eb) If the Company Issuer has designated as an Unrestricted Subsidiary any of its Subsidiaries as that is a Significant Subsidiary (or that, taken together with other Unrestricted Subsidiaries, thenwould be a Significant Subsidiary), to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will include (a) the aggregate amount of total property, plant and equipment, net, total operating revenues and net income represented by such Unrestricted Subsidiaries and (b) to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Issuer.
(fc) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial and other information relating to the Issuer by furnishing corresponding information relating to such parent company; provided that the same includes a reasonable summary of the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(d) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial a report or information required by this Section 4.03 shall be deemed cured (and the Company Issuer shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial report or information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report information is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal ofprincipal, interest and premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(ge) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors Issuer will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(if) Delivery of reports, information and documents to the Trustee pursuant to this This Section 4.03 is for informational purposes onlydoes not impose any duty on the Issuer under the Sarbanes Oxley Act of 2002, as amended, and the Trustee’s receipt related SEC rules that would not otherwise be applicable. The Issuer will be deemed to have furnished to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors the reports referred to in clauses (1) and (2) of Section 4.03(a) or the information referred to in Section 4.03(e) if the Issuer has posted such shall not constitute constructive notice reports or information on the Issuer Website. For purposes of any information contained therein this Section 4.03, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or determinable such other address as the Issuer may from information contained therein, including the Company’s compliance with any of its covenants hereunder (as time to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)time maintain for public information.
Appears in 2 contracts
Sources: Indenture (California Resources Corp), Indenture (California Resources Corp)
Reports. (a) Regardless Notwithstanding that the Company may not be subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SECExchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulationsregulations under the Exchange Act and, and upon requestwithin five Business Days of filing, or attempting to file, the Company will same with the SEC, furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:
(1) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) . The Company will be deemed to have furnished such availability of the foregoing reports and information described above in Section 4.03(a) to on the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the SEC’s ▇▇▇▇▇ filing system will be deemed to satisfy the foregoing delivery requirements.
(or b) For as long as any successor filing system Notes remain outstanding and constitute “restricted securities” within the meaning of Rule 144, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the SEC) orNotes, if prospective purchasers of the SEC will not accept such reports or Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessSecurities Act.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above will 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(fd) Any and all Defaults The Trustee shall have no obligation whatsoever to monitor or Events of Default arising from confirm, on a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and continuing basis or otherwise, the Company shall be deemed to be in Company’s compliance with this Section 4.03) upon furnishing , to determine whether or not such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement information, documents or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes reports have been accelerated in accordance posted on any website or online data system or filed with the terms of this Indenture and such acceleration has not been rescinded Commission via the ▇▇▇▇▇ filing system (or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution other successor system). The posting or delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officersofficers’ Certificatecertificates).
(e) The Company will be deemed to have delivered to the Holders (or beneficial owners) and to the prospective investors the information or reports referred to in Section 4.03(a)(1) and (2) or the information referred to in Section 4.03(b) if the Company has posted such information or reports on the Company Website. For purposes of this Section 4.03 the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Company may from time to time designate in writing to the Trustee.
Appears in 2 contracts
Sources: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Parent will file with furnish to the SEC (unless Trustee and Holders of the SEC will not accept such a filing) Notes, within the time periods specified in the SEC’s rules and regulations, and upon request, rule of the Company will furnish (without exhibits) SEC with respect to the Trustee for delivery to the Holders of Notessuch filings:
(1) all quarterly and annual reports financial and other information with respect to the Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to ; provided that the Holders filing of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, foregoing with the SEC using for public availability on the SEC’s ▇▇▇▇▇ filing system (or any successor filing system of successor) shall be deemed to satisfy the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K Parent’s delivery obligation with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual foregoing. The financial information required by clause (1) of this Section 4.03(a) above shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. At any time that any of the Company’s subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information required by this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights Subsidiaries of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution Company. Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
(b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes and to prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
Appears in 2 contracts
Sources: Indenture (Jones Energy, Inc.), Indenture (Jones Energy, Inc.)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will file with furnish to the SEC (unless Holders and the SEC will not accept such a filing) Trustee within the time periods specified in the SEC’s rules and regulationsregulations for filing of periodic reports (x) for any period for which the Company is required to file periodic reports with the SEC, copies of such reports, and upon request, (y) for any period for which the Company will furnish (without exhibits) is not required to the Trustee for delivery to the Holders of Notesfile such reports:
(1) all quarterly and annual reports containing substantially all of the information that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, reports (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information onlyreports, a report thereon by the Company’s certified independent accountantsaudited financial statements prepared in accordance with GAAP as in effect from time to time and, with respect to quarterly reports, unaudited quarterly financial statements prepared in accordance with GAAP as in effect from time to time and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision)); and
(2) all current reports containing substantially all of the information that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company ; provided, however, that no such current report will be deemed required to have be furnished if the Company determines in its good faith judgment that such reports and information described above in Section 4.03(a) is not material to the Holders or Notes or the business, assets, operations, financial position or prospects of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports and its Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing clause (y), in no event will the Company be required by this Indenture to (i) comply with Section 302 or information, respectively, with the SEC using Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system (Act of 2002, or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, related Items 307 and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 308 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-XK, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained thereinmeasures) or Regulation G, (ii) include the separate financial information for Guarantors or other entities contemplated by Rule 3-10 and/or Rule 3-16 of Regulation S-X, (iii) provide information in respect of Item 402 of Regulation S-K or (iv) provide exhibits that would be required for such reports. The Company will at all times comply with TIA §314(a).
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(eb) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries that, thenindividually or in the aggregate, to the extent materialwould constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a4.03(a)(1) above hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Company’s Unrestricted Subsidiaries.
(fc) Any and all Defaults The availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service (or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company successor thereto) shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to satisfy the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureCompany’s delivery obligation.
(gd) Notwithstanding anything to the contrary in the foregoing, if at any time any such reports are not filed by the Company, or are not accepted by the SEC for any reason, for inclusion on the SEC’s ▇▇▇▇▇ service (or any successor thereto), the Company will post such reports on a website no later than the date the Company is required to provide those reports to the Trustee and the Holders and maintain such posting for so long as any Notes remain outstanding. Access to such reports on such website may be subject to a confidentiality acknowledgment; provided, that no other conditions, including password protection, may be imposed on access to such reports other than a representation by the Person accessing such reports that it is the Trustee, a Holder of the Notes, a Beneficial Owner of the Notes, a bona fide prospective investor, a securities analyst or a market maker.
(e) In addition, for any period in which the Company will does not conduct an earnings conference call available to its public stockholders, the Company will, for so long as any Notes remain outstanding, use its commercially reasonable efforts to hold and participate in annual quarterly conference calls with the Holders of NotesHolders, Beneficial Holders Owners of the Notes, bona fide prospective investors, securities analysts and market makers to discuss the such financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(hf) The Furthermore, the Company and the Guarantors agree agrees that, for so long as any Notes remain outstanding, if at any time they are not required it is no longer subject to file with the SEC periodic reporting requirements of the reports required by Section 4.03(a)Exchange Act for any reason, the Company and the Guarantors it will furnish to the Holders Holders, Beneficial Owners of Notes and to the Notes, bona fide prospective investors, securities analysts and prospective investorsmarket makers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) . Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (Nuverra Environmental Solutions, Inc.), Indenture (Nuverra Environmental Solutions, Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers and the SEC (unless Guarantor shall furnish to the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’s Commission's rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers and the Guarantor were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s Issuers' certified independent accountants and the Guarantor's certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers or the Guarantor were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) . If the Company Issuers or the Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Issuers or the Guarantor, as the case may be, and its their respective Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights Subsidiaries of the Holders under Issuers or the provisions of Article 6 hereof if Guarantor, as the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) case may be. In addition, whether or not required by the Company will hold Commission, the Issuers and participate the Guarantor shall file a copy of all of the information and reports referred to in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause clauses (1) of Section 4.03(aand (2) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file above with the SEC Commission for public availability within the reports required by Section 4.03(a), time periods specified in the Company Commission's rules and regulations (unless the Guarantors Commission will furnish to the Holders of Notes not accept such a filing) and make such information available to securities analysts and prospective investors, investors upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Charter Communications Holdings Capital Corp), Indenture (Charter Communications Holdings Capital Corp)
Reports. (a) Regardless of whether Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company Issuer will file with furnish to the SEC (unless Trustee and the SEC will not accept such a filing) holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1A) all quarterly and annual reports that would be required to be contained in a filing with of the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports Issuer that would be required to be filed with the SEC on Form 8-K 20‑F if the Company Issuer were required to file such reports.; and
(bB) The Company will all quarterly and current reports of the Issuer that would be deemed required to have be furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, on Form 6‑K if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be Issuer were required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) furnish such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If . Each annual report on Form 20‑F will include a report on the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIssuer’s consolidated financial statements by the Issuer’s independent registered public accounting firm. To the extent such filings are made with the SEC, then, the reports will be deemed to have been furnished to the extent materialTrustee and holders of Notes. The Issuer agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will (i) post (or cause to be posted) the reports referred to in this Section 4.03(a) on its website with no password protection within the time periods that would apply if the Issuer were required to file those reports with the SEC, (ii) not later than ten (10) Business Days after the time the Issuer posts its quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentationreports on its website, either on the face of the financial statements hold (or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed cause to be held) a quarterly conference call to discuss the information contained in compliance with this Section 4.03such reports and (iii) upon furnishing such financial information as contemplated by this Section 4.03 no fewer than two (but without regard 2) Business Days prior to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under conference call required to be held in accordance with clause (ii) above, issue (or cause to be issued) a news release to appropriate wire services announcing the provisions time and date of Article 6 hereof if such conference call and either including all information necessary to access the principal call or directing the holders or beneficial owners of, premium, if any, on, and interest, if any, onprospective investors in, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss contact an individual at the financial Issuer (for whom contact information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted provided in such news release) to combine this obtain the information on how to access such conference call with any other conference call for other debt or equity holders or lenderscall.
(hb) The Company and In addition, the Guarantors agree Issuer agrees that, for so long as any Notes remain outstanding, if at any time they are it is not required to file with the SEC the reports required by Section 4.03(a)the preceding paragraphs with the SEC, the Company and the Guarantors it will furnish to the Holders of Notes holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (International Game Technology PLC), Indenture (International Game Technology PLC)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company Parent Guarantor will furnish (without exhibits) to Holders of Notes or cause the Trustee for delivery to furnish to the Holders of NotesNotes or file with the Commission for public availability:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company Parent Guarantor were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the CompanyParent Guarantor’s certified independent accountantsauditors, which financial information shall be filed within (or prior to effectiveness of an exchange offer registration statement within 15 days after) the time period for such reports specified in the Commission’s rules and regulations; and
(2) all current reports after effectiveness of an exchange offer registration statement, within the time periods specified in the Commission’s rules and regulations, the information that would be required to be filed with the SEC Commission in current reports on Form 8-K if the Company Parent Guarantor were required to file such reports.
; provided, however, that, in the case of clause (b1) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes or (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or2), if the SEC will last day of any such time period is not accept such reports or informationa Business Day, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain due on the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) next succeeding Business Day. All such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations of the Commission applicable to such reportsinformation.
(eb) If the Company Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, thenare “minor” within the meaning of Rule 3-10 of Regulation S-X, to the extent materialsubstituting 5% for 3% where applicable), then the quarterly and annual financial information required by Section 4.03(aclause (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Parent Guarantor, the Company and its the Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Parent Guarantor.
(fc) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this This Section 4.03 shall be deemed cured (will not impose any duty on the Company or the Parent Guarantor under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided related Commission rules that such cure shall would not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curebe applicable.
(gd) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any of the Notes remain outstanding, if at any time they are outstanding and constitute “restricted securities” under Rule 144 and the Parent Guarantor is not required subject to file with Section 13 or 15(d) of the SEC the reports required by Section 4.03(a)Exchange Act, the Company and the Guarantors Parent Guarantor will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ie) The Parent Guarantor will be deemed to have furnished to the Holders and to prospective investors the information referred to in subclauses (1) and (2) of paragraph (a) of this Section 4.03 or the information referred to in paragraph (b) of this Section 4.03 if the Parent Guarantor has posted such reports or information on the Parent Guarantor or Company Website with access to current and prospective investors. For purposes of this Indenture, the term “Parent Guarantor or Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Parent Guarantor may from time to time designate in writing to the Trustee.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (Laredo Petroleum Holdings, Inc.), Indenture (Laredo Petroleum, Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer will file with furnish to the SEC (unless Holders of Notes or cause the SEC will not accept such a filing) Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish regulations for non-accelerated filers (without exhibits) to the Trustee for delivery to the Holders of Notes:including any applicable extensions thereto):
(1a) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and
(2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuer were required to file such reports.
(b) The Company will be deemed to have furnished such ; provided that the electronic filing of the foregoing reports and information described above in Section 4.03(a) to by the Holders of Notes (and Issuer on the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the SEC’s ▇▇▇▇▇ filing system (or any successor filing system system) or the public posting of the SEC) or, if foregoing reports on the SEC will not accept such reports or information, if Issuer’s website shall be deemed to satisfy the Company has posted such reports or information, respectively, on its website, Issuer’s delivery obligations to the Trustee and such reports or information, respectively, are available to Holders any Holder of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all Notes. All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SEC applicable to such reports.
(e) If the Company has designated . If, at any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialtime, the quarterly and annual Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information required by Section 4.03(areferred to in clause (a) above to discuss the information contained in such report. The Issuer will include a reasonably detailed presentation, either on take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the face Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
pursuant to clause (fa) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) above. In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree Issuer agrees that, for so long as any Notes remain outstanding, if at any time they are it is not required to file with the SEC the reports required by Section 4.03(a)the preceding paragraphs, the Company and the Guarantors it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act.
(i) Delivery of reports. Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above may be those of any Parent Entity rather than those of the Issuer; provided that, to the Trustee pursuant extent that the financial statements of the Parent Entity would differ materially from those of the Issuer, such financial statements shall be accompanied by consolidated financial information that explains in reasonable detail the difference between the information relating to the Parent Entity, on the one hand, and the information relating to the Issuer and its Subsidiaries on a standalone basis, on the other hand. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is for informational purposes onlysubsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and the Trustee’s receipt of such any Default with respect thereto shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as be deemed to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)have been cured.
Appears in 2 contracts
Sources: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file or furnish, as applicable, with the SEC (unless the SEC will not accept such a filing) for public availability), within the time periods specified in the SEC’s rules and regulations, and upon request, regulations applicable to the Company will furnish (without exhibits) or, in the event the Company is not so required, which would be applicable to the Trustee for delivery Company if it were required), after giving effect to the Holders of Notesall applicable extensions and cure periods:
(1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, annual audited financial statements prepared in accordance with GAAP (with footnotes to such formsfinancial statements), including the audit report on such financial statements issued by the Company’s certified independent accountants, and unaudited quarterly financial statements prepared in accordance with GAAP (with condensed footnotes to such financial statements consistent with past practice), in each case, with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, consistent with respect to the annual information only, presentation thereof in the Offering Memorandum and a report thereon by presentation of EBITDA of the Company’s certified independent accountants; andCompany and its Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements;
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.; and
(3) if at any time the Company is not required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, (a) as promptly as reasonably practicable after furnishing to the Trustee the reports and financial statements required by clauses (1) and (2) of this Section 4.03(a), hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (b) The Company will be deemed issue a press release to have furnished such reports and information described above in Section 4.03(a) an internationally recognized wire service no fewer than three Business Days prior to the Holders date of Notes (the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the Trustee shall be deemed call or directing noteholders, prospective investors, broker dealers and securities analysts to have delivered such reports and information to contact the Holders of Notes) if appropriate person at the Company has filed to obtain such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition to the foregoing, the Company will file a copy of each of the reports referred to in clauses (1) and (2) of this Section 4.03(a) with the SEC for public availability or, if the Company is not required to file with the SEC, or the SEC will not accept such a filing, on its website, in each case, within the time periods, after giving effect to all applicable extensions and cure periods, applicable to the Company if the Company were required to file those reports with the SEC. If, at any time after consummation of the Exchange Offer, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing, provided that in such event the reports specified in the preceding paragraphs of this Section 4.03 shall not be required to contain certain disclosures relating to the Company’s controls and procedures, corporate governance, code of ethics, director independence, market for the Company’s equity securities and executive compensation. The Company will not take any action for the purpose of causing the SEC not to accept any such filings.
(eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above hereof will include include, to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors will agree that, for so long as any Notes remain outstanding, if at any time they are not required to file filing with the SEC the reports required by Section 4.03(a), the Company and the Guarantors they will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(id) This Section 4.03 will not impose any duty on the Company under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related SEC rules that would not otherwise be applicable. Any reports, information or documents filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) system shall be deemed filed with the Trustee and furnished to the Holders of the Notes and securities analysts as required pursuant to this covenant.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (Diamondback Energy, Inc.), Indenture (Diamondback Energy, Inc.)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, For so long as any Notes are outstanding, the Company will file with Issuer shall furnish to the SEC Trustee (unless and the SEC will not accept such a Holders of the Notes and beneficial owners of the Notes), which shall be deemed satisfied by public filing on E▇▇▇▇ (or any successor system for public filing) ), the following reports (collectively, the “Financial Reports”), within three Business Days following the time periods specified in by the SEC’s rules and regulations, and upon request, regulations as if the Company will furnish (without exhibits) Issuer were required to the Trustee for delivery to the Holders of Notesfile such Financial Reports:
(1) all quarterly and annual reports that would be required to be contained in a filing with of the SEC Issuer on Forms 10-Q and Form 10-K if under the Company were required to file such formsExchange Act, including a (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andand (B) audited financial statements prepared in accordance with GAAP
(2) quarterly reports of the Issuer on Form 10-Q under the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) unaudited quarterly financial statements prepared in accordance with respect to the annual information only, a report thereon by the Company’s certified independent accountantsGAAP; and
(23) all current reports that would be required to be filed with the SEC on Form 8-K if under the Company were Exchange Act; provided, however, that the foregoing documents shall not be required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of NotesA) if the Company has filed Issuer is not otherwise subject to such reports requirements, comply with Section 302, Section 906 or information, respectively, with Section 404 of the SEC using the S▇▇▇▇▇▇▇-▇▇▇▇▇ filing system (Act of 2002, or any successor filing system Items 307, 308, and 402 of Regulation S-K promulgated by the SEC, or Item 10(e) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available of Regulation S-K (with respect to Holders of Notes through internet access.
(c) For the avoidance of doubtany non-GAAP financial measures contained therein), (iB) such information will not be required to contain the separate financial information (i) for Subsidiary Guarantors as and Non-Guarantor Subsidiaries contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC or any financial statements (ii) for Affiliates of unconsolidated subsidiaries or 50% or less owned Persons as the Issuer contemplated by Rule 3-09 16 of Regulation S-X or any schedules required promulgated by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained thereinSEC.
(db) Except as provided aboveAt any time that there shall be one or more Unrestricted Subsidiaries that, all such reports will be prepared in all material respects in accordance with all the aggregate, hold more than 15.0% of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialConsolidated Tangible Assets, the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, thereto of the financial condition and results of operations of the Company Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree Issuer agrees that, for so long as any Notes remain are outstanding, if at any time they are it is not required to and does not file with the SEC the reports required by Section 4.03(a)the preceding paragraphs, the Company and the Guarantors will it shall furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Indenture.
(e) For greater clarity, to the extent any information is not provided as specified in this Section 4.03 and such information is subsequently provided, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
(f) In addition, the Issuer shall:
(1) issue regular quarterly earnings releases (including an annual earnings release with respect to annual financial statements) not later than ten Business Days after the time the Issuer files with the SEC or furnishes to the Trustee the applicable Financial Report; and
(2) at any time that the Issuer’s common stock is no longer listed on the New York Stock Exchange or any other national exchange, or if the Issuer ceases to issue the quarterly earnings releases referred to in clause (1) above,
(a) hold a quarterly conference call to discuss the information contained in the Financial Reports not later than ten Business Days from the time the Issuer files with the SEC or furnishes to the Trustee the applicable Financial Report; and
(b) no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (2)(a) above, issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and directing the Holders or beneficial owners of, and prospective investors in, the Notes and securities analysts and market makers to contact an individual at the Issuer (for whom contact information shall be provided in such press release) to obtain the Financial Report and information on how to access such conference call.
(g) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s, any Subsidiary Guarantor’s or any other Person’s compliance with any of its covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). The Trustee shall have no liability or responsibility for the filing, timelines or content of such reports.
(h) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Subsidiary Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed with E▇▇▇▇ or required under this Indenture.
Appears in 2 contracts
Sources: Indenture (Howard Hughes Corp), Indenture (Howard Hughes Corp)
Reports. (a) Regardless ICP has heretofore made available to UTCSub true and complete copies of whether required by (i) ICP's Annual Report on Form 10-K or 20-F, as the rules and regulations case may be, for each of the SECfiscal years ended December 31, so long as any Notes are outstanding1996, the Company will file with the SEC 1997, 1998, Information Circular relating to ICP's 1999 annual meeting of shareholders and related 1998 Annual Report to shareholders and (unless the SEC will not accept such a filingii) within the time periods specified all prospectuses or other offering documents used by ICP in the SEC’s offering of its securities or filed with Securities Authorities since January 1, 1998, and (iii) ICP's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999. As of their respective dates, such forms, statements, prospectuses and other offering documents (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and complied in all material respects with all applicable requirements of law and related rules and regulations. The audited financial statements and unaudited interim financial statements of ICP and its consolidated subsidiaries publicly issued by ICP, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained or included or incorporated by reference in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including statements, prospectuses and other offering documents were prepared in accordance with generally accepted accounting principles in Canada applied on a “Management’s Discussion consistent basis (except (i) as otherwise indicated in such financial statements and Analysis the notes thereto or, in the case of Financial Condition and Results audited statements, in the related report of Operations” andICP's independent accountants or (ii) in the case of unaudited interim financial statements, with respect to the annual information onlyextent they may not include footnotes or may be condensed or summary statements; provided, however, that were such unaudited interim financial statements to include footnotes or not be condensed, the financial results indicated therein would not be materially different), and fairly present the consolidated financial position, results of operations and changes in financial position of ICP and its consolidated subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments except for such adjustments necessary for a report thereon by fair statement of the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with results for the SEC on Form 8-K if the Company were required to file such reportsinterim periods presented).
(b) The Company ICP will be deemed deliver to have furnished UTCSub as soon as they become available true and complete copies of any report or statement filed by it with Securities Authorities subsequent to the date hereof. As of their respective dates, such reports and statements (excluding any information described above therein provided by UTCSub specifically for inclusion therein, as to which ICP makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in Section 4.03(a) light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law and related rules and regulations. The consolidated financial statements of ICP issued thereby or to the Holders of Notes (and the Trustee shall be deemed to have delivered included in such reports and statements (excluding any information therein provided by UTCSub specifically for inclusion therein, as to the Holders of Noteswhich ICP makes no representation) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all generally accepted accounting principles in Canada applied on a consistent basis (except (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the rules and regulations applicable to such reports.
related report of ICP's independent accounts or (eii) If in the Company has designated any case of its Subsidiaries as Unrestricted Subsidiaries, thenunaudited interim financial statements, to the extent materialthey may not include footnotes or may be condensed or summary statements; provided, however, that were such unaudited interim financial statements to include footnotes or not be condensed, the quarterly financial results indicated therein would not be materially different) and annual will present fairly the consolidated financial information required by Section 4.03(a) above will include a reasonably detailed presentationposition, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations and changes in financial position of ICP as of the Company dates thereof and its Restricted Subsidiaries separate from for the periods indicated therein (subject, in the case of any unaudited interim financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from statements, to normal year-end audit adjustments except for such adjustments necessary for a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial fair statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under results for the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificateinterim periods presented).
Appears in 2 contracts
Sources: Pre Acquisition Agreement (United Technologies Corp /De/), Pre Acquisition Agreement (International Comfort Products Corp)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes Securities are outstanding, the Company will file with the SEC outstanding (unless the SEC will not accept such defeased in a filing) within the time periods specified in the SEC’s rules and regulationslegal defeasance), Level 3 Parent shall have its annual financial statements audited, and upon requestits interim financial statements reviewed, the Company will by a nationally recognized firm of independent accountants and shall furnish (without exhibits) to the Trustee for delivery to and the Holders of Notes:
(1) Securities, all quarterly and annual reports financial statements in the form incorporated by reference in the Offering Memorandum prepared in accordance with generally accepted accounting principles that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were Level 3 Parent was required to file those Forms (but in no event any other items required in such formsForms), including together with a corresponding “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyLevel 3 Parent’s certified independent accountants; and
(2) all current reports that would be required to be filed with accountant. Notwithstanding the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubtforegoing, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information reports shall not be required to comply with Regulation G under the Exchange Act any segment reporting requirements (whether pursuant to generally accepted accounting principles or Item 10(e) of Regulation S-K X) in greater detail than is provided in the Offering Memorandum, (ii) such reports shall not be required to present beneficial ownership information and (iii) such reports shall not be required to provide guarantor/non-guarantor financial data. Any reports shall be provided within the time frames required by the Commission for companies required to file such reports. To the extent that Level 3 Parent does not file such information with respect the Commission, Level 3 Parent shall distribute such information and such reports (as well as the details regarding the conference call described below) electronically to the Trustee and by posting such information on a password-protected website (which may be non-public, require a confidentiality acknowledgment and be maintained by Level 3 Parent or its designee) to which access will be given to (a) any Holder of the Securities, (b) to any nonbeneficial owner of the Securities, who provides its e-GAAP financial measures contained therein.
mail address to Level 3 Parent or its designee and certifies that it is a beneficial owner of Securities, (c) to any prospective investor who provides its e-mail address to Level 3 Parent or its designee and certifies that it is a QIB, or (d) Except as provided above, all such reports will be prepared in all material respects in accordance with all any securities analyst who provides their e-mail address to Level 3 Parent or its designee and certifies that they are a securities analyst. Unless Level 3 Parent or CenturyLink is subject to the reporting requirements of the rules and regulations applicable to such reports.
(e) If Exchange Act, Level 3 Parent shall also hold a quarterly conference call for the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face Holders of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure Securities to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing review such financial information as contemplated by this Section 4.03 (but without regard which, for the avoidance of doubt, access may be limited to those who have access to the date on which such financial statement or report is so furnishedpassword-protected website and have provided a confidentiality acknowledgement); provided . The conference call will not be later than five Business Days from the time that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss Level 3 Parent distributes the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial informationas set forth above. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes of the Securities remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will Level 3 Parent shall furnish to the Holders of Notes the Securities and to securities analysts and any prospective investorsinvestor that certifies that it is a QIB, upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
. In the event that any direct or indirect parent of Level 3 Parent becomes a Guarantor or co-obligor of the Securities, Level 3 Parent may satisfy its obligations under this Section 905 with respect to financial information relating to Level 3 Parent by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and any of its Subsidiaries other than Level 3 Parent and its Subsidiaries, on the one hand, and the information relating to Level 3 Parent and its Subsidiaries, on the other hand. Notwithstanding the foregoing, Level 3 Parent shall be deemed to have furnished such financial statements and reports referred to above to the Trustee and the Holders if Level 3 Parent or any direct or indirect parent of Level 3 Parent has filed such reports with the Commission via the ▇▇▇▇▇ filing system (ior any successor thereto) and such reports are publicly available. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (Level 3 Parent, LLC), Indenture (Level 3 Parent, LLC)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulationsfurnish, and upon request, the Company will furnish (without exhibits) to or cause the Trustee for delivery to furnish, to the Holders of Notes, within the time periods (except as otherwise noted below) specified in the SEC's rules and regulations:
(1a) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 1020-Q and 10F or 40-K if F, as applicable (or any successor forms), containing the information required therein (or required in such successor form) including a report on the annual financial statements by the Company's certified independent accountants; and
(b) for the first three quarters of each year, all quarterly financial information that would be required to be contained in quarterly reports under the laws of Canada or any province thereof or provided to securityholders of a company with securities listed on the Toronto Stock Exchange, whether or not the Company were required to file such formshas any of its securities so listed, in each case including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants"; and
(2) all current reports within 10 Business Days after the occurrence of any event that would give rise to a requirement to file information regarding such event with the SEC on Form 8-K, all information that would otherwise be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialsuch Unrestricted Subsidiaries in the aggregate accounted for more than 10% of Consolidated Cash Flow or the consolidated total assets of the Company and its Restricted Subsidiaries for or as of the end of the reporting period, the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from excluding the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults . In addition, whether or Events of Default arising from a failure to furnish in a timely manner any financial information not required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In additionSEC, the Company will hold file a copy of all of the information and participate reports referred to in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause clauses (1) and (2) of this Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file 4.03 with the SEC for public availability within the reports required by Section 4.03(a), time periods specified in the Company SEC's rules and regulations (unless the Guarantors SEC will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of not accept such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificatea filing).
Appears in 2 contracts
Sources: Indenture (Paramount Resources LTD), Indenture (Paramount Resources LTD)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Authority will file a copy of each of the following reports with the SEC for public availability (unless the SEC will not accept such a filing, in which case the Authority will otherwise publicly post such reports) and will furnish to each Purchaser and each holder of a Note that is an Institutional Investor (which may be deemed to be made by electronic transmission via the SEC’s ▇▇▇▇▇ system or any successor system thereto, subject to the proviso at the end of Section 8.3), within 15 days after the end of the time periods specified in the SEC’s rules and regulationsregulations for filings of current, quarterly and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesannual reports:
(1i) all quarterly and annual reports reports, including financial information, that would be required to be contained in a filing with the SEC on Forms 10-Q (the “Form 10-Q”) and 10-K (the “Form 10-K”) if the Company Authority were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Authority and its consolidated subsidiaries (showing in reasonable detail, either on the face of the consolidated financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Authority and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Authority, to the extent that would be required by the rules, regulations or interpretive positions of the SEC) and, with respect to the annual information only, a report thereon by the CompanyAuthority’s certified independent accountantsregistered public accounting firm; and
(2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Authority were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so So long as any Notes remain outstanding, if if, at any time they are not required the Authority is no longer subject to file with Section 13 or 15(d) of the SEC the reports required by Section 4.03(a)Exchange Act, the Company and the Guarantors Authority will furnish to the Holders Purchaser and each holder of Notes a Note and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of reports, information and documents The Authority shall provide to the Trustee Purchasers and each holder of a Note (which may be deemed to be made by electronic transmission via the SEC’s ▇▇▇▇▇ system or any successor system thereto), within 15 days after it files them with the NIGC, copies of all reports which the Authority is required to file with the NIGC pursuant to this Section 4.03 25 C.F.R. Part 514.
(d) The Authority shall, so long as any of the Notes are outstanding, deliver to each Purchaser and each holder of a Note that is for informational purposes onlyan Institutional Investor, and the Trustee’s receipt of such shall not constitute constructive notice forthwith upon any Responsible Officer becoming aware of any information contained therein Default or determinable from information contained thereinEvent of Default, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)Certificate specifying such Default or Event of Default and what action the Authority is taking or proposes to take with respect thereto.
Appears in 2 contracts
Sources: Facility Agreement (Mohegan Tribal Gaming Authority), Note Purchase Agreement (Mohegan Tribal Gaming Authority)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will file with the SEC (unless if the SEC will not accept such a filingCompany is required to do so by the rules or regulations of the SEC), and will, in any event, deliver to the Trustee and post to its investor relations website:
(i) within the time periods specified in the SEC’s rules and regulations, regulations and upon requestin any event no later than 120 days after the end of each fiscal year (or if such day is not a Business Day, the Company will furnish (without exhibits) first Business Day thereafter), all annual financial and other information with respect to the Trustee for delivery to the Holders of Notes:
(1) all quarterly Company and annual reports its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10Form 20-Q and 10-K if the Company were required to file such formsF, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, and a report thereon by the Company’s certified independent accountants; , and
(2ii) all current within 60 days after the end of each of the first and third quarters of each fiscal year (and within 75 days after the end of the second quarter of each fiscal year), reports that would on Form 6-K, or any successor form, attaching (a) unaudited consolidated financial statements for the Company for the period then ended (and the comparable period in the prior year), in each case prepared in accordance with IFRS (as in effect on the date of such report or financial information) and (b) the information relating to the Company described in Item 5 of Form 20-F (i.e., Operating and Financial Review and Prospects). Without limiting the foregoing, unless the Company is required to do so by the rules and regulations of the SEC, it need not comply with the applicable SEC form requirements, including, in particular, an auditor’s report on internal control over financial reporting, a financial statement audit in compliance with U.S. GAAS (an annual financial statement audit in compliance with IFRS and a report thereon by the Company’s certified independent accountants will, however, be required to be filed with the SEC on Form 8-K if as described above) or interactive data tagging; provided that the Company were required shall continue to file such reportspublish exhibits of material contracts consistent with prior practices.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at outstanding and during any time they are period during which the Company is not required subject to file with Section 13 or 15(d) of the SEC Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b) under the reports required by Section 4.03(a)Exchange Act, the Company and the Guarantors will shall furnish to the Holders holders of the Notes and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) For so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, the information referred to in Section 4.03(a) hereof shall also be made available, free of charge in Luxembourg through the offices of the Transfer Agent in Luxembourg.
(d) Delivery of reports, information and documents reports to the SEC or receipt by the Trustee pursuant to of the documents specified in this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice to the Trustee, or actual or constructive knowledge by the Trustee, of any information contained therein or determinable from information contained therein, including the Company’s compliance with any contents of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)such documents.
Appears in 2 contracts
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the The Company will shall file with the SEC (unless Trustee and the SEC will not accept Commission, and transmit to Holders, such a filing) within information, documents and other reports, and such summaries thereof, as may be required pursuant to the time periods specified Trust Indenture Act at the times and in the SEC’s rules and regulationsmanner provided in the Trust Indenture Act; provided that, and upon requestany such information, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual documents or reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 calendar days after the same is filed with the Commission; provided further that the filing of the reports specified in Section 13 or 15(d) of the Exchange Act by an entity that is the direct or indirect parent of the Company were required to file shall satisfy the requirements of this Section 4.04 so long as such reports.
(b) The Company will be deemed to have furnished entity is an obligor or Subsidiary Guarantor on the Securities; provided further that the reports of such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information entity shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP include condensed consolidating financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If information for the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, in a footnote to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial informationentity. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, compliance with the covenants in this Indenture or with respect to any reports or other documents filed with the Commission or any website under this Indenture, or participate in any conference calls. It is expressly understood that materials transmitted electronically by the Company to the Trustee or filed pursuant to the Commission’s ▇▇▇▇▇ system (or any successor electronic filing system) shall be deemed filed with the Trustee and transmitted to Holders for purposes of this Section 4.04.
Appears in 2 contracts
Sources: Indenture (PureCycle Technologies, Inc.), Indenture (PureCycle Technologies, Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuer shall electronically file with the SEC (unless Commission by the SEC will not accept such a filing) within the time periods respective dates specified in the SECCommission’s rules and regulationsregulations (the “Required Filing Date”), and upon requestunless, in any such case, such filings are not then permitted by the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesCommission:
(1a) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and
(2b) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports.
(b) The Company will be deemed to have furnished ; If such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, filings with the SEC using Commission are not then permitted by the ▇▇▇▇▇ filing system (Commission, or any successor filing system such filings are not generally available on the Internet free of charge, the SEC) orIssuer shall, if the SEC will not accept such reports or informationwithin 15 days of each Required Filing Date, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available transmit by mail to Holders of Notes through internet access.
(c) For the avoidance Notes, as their names and addresses appear in the Note register, without cost to such Holders of doubtthe Notes, (i) such and file with the Trustee copies of the information will not or reports that the Issuer would be required to contain file with the separate financial information for Guarantors Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as contemplated by Rule the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-Xsuccessor provision), or in each case any successor provisionsthe reports, information and (ii) such information shall not be other documents required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect be filed and furnished to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all Holders of the rules Notes pursuant to this Section 4.4 may, at the option of the Issuer, be filed by and regulations applicable to such reports.
(e) If be those of the Company has designated any Parent Guarantor rather than the Issuer. The availability of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either foregoing reports on the face of the financial statements Commission’s E▇▇▇▇ service (or in the footnotes successor thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard satisfy the Issuer’s delivery obligations to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, Trustee and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution Holders. Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information or documents on the SEC’s website (including via the E▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, to collect any such information from the SEC’s website (including via the E▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of the Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.
Appears in 2 contracts
Sources: Supplemental Indenture (Celanese Corp), Twelfth Supplemental Indenture (Celanese Corp)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such or make publicly available on a filing) website, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such forms, including reports as a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsnon-accelerated filer; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports.
(b) The Company will be deemed to have furnished . Notwithstanding any of the foregoing, at any time when the Parent does not otherwise file such reports and information described above in Section 4.03(awith the Commission, (a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such no certifications, reports or informationattestations concerning the financial statements, respectively, with the SEC using disclosure controls and procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system (or any successor filing system Act of the SEC) or2002, if as amended, and the SEC rules and regulations implementing that Act, will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
be required; (cb) For the avoidance of doubt, (i) such information will not be required to contain the separate no financial information for Guarantors as contemplated by Rule 3-10 of schedules specified in Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Securities Act or will be required; (c) compliance with the requirements of Item 10(e) of Regulation S-K under the Securities Act will not be required; (d) information specified in Rules 13-01 and 13-02 of Regulation S-X under the Securities Act with respect to any nonSubsidiaries and Affiliates will not be required; and (e) no exhibits pursuant to Item 601 of Regulation S-GAAP financial measures contained thereinK under the Securities Act will be required.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gb) In addition, the Company will hold and participate in annual conference calls with Issuer, the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company Parent and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by this Section 4.03(a)4.03 with the SEC, the Company and the Guarantors they will furnish to the Trustee, Holders of Notes and to securities analysts and bona fide prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of any such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the CompanyParent’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). Further, the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s ▇▇▇▇▇ filing system (or its successor) or made publicly available on a website.
(d) At any time that any of the Parent’s Unrestricted Subsidiaries would be a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto or in a separate discussion (which may be contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the applicable quarterly or annual report), of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent.
Appears in 2 contracts
Sources: Indenture (Sunnova Energy International Inc.), Indenture (Sunnova Energy International Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon request, the Company Parent will furnish (without exhibits) to the Trustee for delivery and, upon its request, to any of the Holders Holders, within five Business Days of Notesfiling, or attempting to file, the same with the Commission:
(1) all quarterly and annual reports financial and other information with respect to the Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and;
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports; and
(3) unaudited quarterly and audited annual financial statements of the Company and its Subsidiaries.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) The availability of the materials specified in items (a) through (c) above on the Commission’s website shall be deemed to satisfy the foregoing delivery obligations.
(e) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Energy Xxi (Bermuda) LTD), Indenture (Energy Xxi (Bermuda) LTD)
Reports. This Section 6.3 will replace Section 4.2 of the Base Indenture with respect to the Notes only.
(a) Regardless of whether required by the rules and regulations of the SEC, so For as long as any the Notes are outstanding, the Company will file with the SEC Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual and quarterly reports and the information, documents and other reports (unless or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports with the SEC pursuant to either Section 13 or Section 15(d) of the Exchange Act, the Company will not accept such a filing) within file with the time periods specified in Trustee and the SEC, in accordance with any other rules and regulations that may be prescribed from time to time by the SEC, such annual and quarterly reports and supplementary and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time by the SEC in such rules and regulations.
(b) In addition to the previous paragraph, for as long as the Notes are outstanding, if at any time the Company is not subject to Section 13 or Section 15(d) of the Exchange Act and the Company is not providing annual and quarterly reports and supplementary and periodic information, documents and reports to the SEC and the Trustee pursuant to Section 6.3(a) above, the Company will, at the Company’s option, either (i) post on a publicly available website or (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and audited annual reports financial statements and accompanying disclosure described in Item 303 of Regulation S-K (“management’s discussion and analysis of financial condition and results of operations”) that would be required to be contained in a filing with the SEC annual reports on Forms 10-Q and Form 10-K if the Company were required to file such formsand quarterly reports on Form 10-Q, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andrespectively, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required subject to file Section 13(a) or Section 15(d) of the Exchange Act. If the Company elects to furnish such reportsreports via a Confidential Datasite, access to such Confidential Datasite will be provided promptly upon request to holders and beneficial owners of, and bona fide potential investors in, the notes as well as securities analysts and market makers and no such request for access to such Confidential Datasite will be unreasonably denied.
(bc) The Company will be deemed to have furnished such reports Reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if other documents filed by the Company has filed such reports or information, respectively, with the SEC using and publicly available via the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC a publicly available website will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard delivered to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights Trustee as of the Holders under time such filing is publicly available via ▇▇▇▇▇, such publicly available website or delivered via electronic mail to the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution Trustee. Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s its compliance with any of its covenants hereunder under the Indenture or relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officers’ Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm on a continuing basis or otherwise the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC, a publicly available website or a Confidential Datasite under the Indenture.
(d) In the event that any direct or indirect parent company of the Company provides a full and unconditional guarantee of the Notes, the Company may satisfy its obligations under this covenant to provide financial information of the Company by furnishing the equivalent financial information relating to such parent; provided that the Company is a consolidated subsidiary of such parent and such equivalent financial information is accompanied by consolidating financial information that explains in reasonable detail the differences between the information for such parent, on the one hand, and the information for the Company and its consolidated Subsidiaries, on the other hand.
Appears in 2 contracts
Sources: Supplemental Indenture (Store Capital LLC), Supplemental Indenture (Store Capital LLC)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) Holders, within the time periods specified in the SEC’s Commission's rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s 's certified independent accountants; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and if the Company or any of its Restricted Subsidiaries has made an Investment of at least $0.1 million in such Unrestricted Subsidiary, in "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, ," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company.
(fc) Any and all Defaults In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or Events of Default arising from a failure to furnish in a timely manner any financial information not required by this Section 4.03 shall be deemed cured (and the Commission, the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights will file a copy of all of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, information and interest, if any, on, the Notes have been accelerated reports referred to in accordance clauses (a)(i) and (a)(ii) above with the terms of this Indenture Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such acceleration has not been rescinded or cancelled prior a filing) and make such information available to such cure.
(g) securities analysts and prospective investors upon request. In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree have agreed that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.03 for the purposes of making such reports available to it and to the Holders of Notes who may request such information. Delivery of such reports, information and documents to the Trustee as may be required pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate' Certificates).
Appears in 2 contracts
Sources: Indenture (Psychiatric Solutions Inc), Indenture (Texas San Macros Treatment Center Lp)
Reports. (a) Regardless of whether required by the rules and regulations of the SECSince December 31, so long as any Notes are outstanding1994, the Company will file with the (i) Parent or its predecessor has filed all SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be Reports required to be filed by the Parent with the SEC on Form 8-K if Commission and (ii) the Company were Parent and its Subsidiaries have filed all other Reports required to be filed by any of them with any other Governmental Authorities, including state securities administrators, except where the failure to file any such reports.
(b) The Company will Reports could not reasonably be deemed expected to have furnished such reports a Material Adverse Effect on the Parent. Such Reports, including those filed after the date of this Agreement and information described above in Section 4.03(a) prior to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubtEffective Time, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be were prepared in all material respects in accordance with all applicable Law (including, with respect to the SEC Reports, the Securities Act and the Exchange Act, as the case may be, and the applicable Regulations of the rules Commission thereunder) and regulations applicable (ii) in the case of the SEC Reports, did not at the time they were filed contain any untrue statement of a material fact or omit to such reportsstate a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(eb) If the Company has designated The Parent's Audited Consolidated Financial Statements and any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual consolidated financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face statements of the financial statements or Parent (including any related notes thereto) contained in any SEC Reports filed by the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of Parent with the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to Commission after the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes this Agreement (i) have been accelerated or will have been prepared in accordance with the terms published Regulations of this Indenture the Commission and such acceleration has not been rescinded or cancelled prior in accordance with GAAP (except (A) to such curethe extent required by changes in GAAP, (B), with respect to the Parent's Audited Consolidated Financial Statements, as may be indicated in the notes thereto and (C) in the case of any unaudited financial statements, as permitted by Form 10-Q) and (ii) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments).
(gc) In additionExcept as set forth in Section 5.07(c) of the Parent's Disclosure Letter, there exist no liabilities or obligations of the Company will hold Parent and participate in annual conference calls with its Subsidiaries that are Material to the Holders of NotesParent, Beneficial Holders of Noteswhether accrued, bona fide prospective investorsabsolute, securities analysts and market makers to discuss the financial information contingent or threatened, that would be required to be furnished pursuant to clause (1) reflected, reserved for or disclosed under GAAP in consolidated financial statements of Section 4.03(a) hereof no later the Parent as of and for the period ended on the date of this representation and warranty, other than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery liabilities or obligations that are adequately reflected, reserved for or disclosed in the Parent's Audited Consolidated Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of reportsbusiness of the Parent since December 31, information 1997, (iii) liabilities or obligations the incurrence of which is permitted by Section 6.02(b) and documents (iv) liabilities or obligations that are not Material to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)Parent.
Appears in 2 contracts
Sources: Merger Agreement (Halliburton Co), Merger Agreement (Dresser Industries Inc /De/)
Reports. (a) Regardless of whether Whether or not required by the Commission’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company will furnish to the Trustee, within 30 days after a large accelerated filer would be required to file such reports with the SEC (unless Commission under the SEC will not accept such a filing) within the time periods specified in the SECCommission’s then existing rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports of the Company containing substantially all of the information that would be have been required to be contained in a filing with the SEC an Annual Report on Forms 10-Q and Form 10-K under the Exchange Act if the Company were required to file such formshad been a reporting company under the Exchange Act, including a (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, and (B) audited financial statements prepared in accordance with respect GAAP as in effect from time to the annual information only, a report thereon by the Company’s certified independent accountants; andtime;
(2) quarterly reports of the Company containing substantially all current reports of the information that would be have been required to be filed with the SEC contained in a Quarterly Report on Form 810-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G Q under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If if the Company has designated any of its Subsidiaries as Unrestricted Subsidiarieshad been a reporting company under the Exchange Act, then, to the extent material, the quarterly and annual financial information required by Section 4.03(aincluding (A) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ” and (B) unaudited quarterly financial statements prepared in accordance with GAAP as in effect from time to time and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); and
(3) current reports containing substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations, financial condition and results of operations positions or prospects of the Company and its Restricted Subsidiaries separate from Subsidiaries, taken as a whole. Notwithstanding the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish foregoing, in a timely manner any financial information no event will the Company be required by this Indenture to (A) comply with Section 4.03 shall be deemed cured 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the Commission, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and Regulation G, (B) include the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such separate financial information as for Guarantors or other entities contemplated by this Section 4.03 Rule 3-10 and/or 3-16 of Regulation S-X promulgated by the Commission or (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights C) provide any additional information in respect of Item 402 of Regulation S-K beyond information of the Holders under type included in the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance Offering Memorandum. The Company’s reporting obligations with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior respect to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause clauses (1) of Section 4.03(athrough (3) hereof no later than ten Business Days after above will be satisfied in the distribution of event it timely files such financial informationreports with the Commission on ▇▇▇▇▇ and such reports are publicly available. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so So long as any Notes remain are outstanding, if at any time they are the Company is not required to file filing with the SEC Commission the reports required by the preceding paragraphs of this Section 4.03(a)4.03, the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are given access and to which all of the Guarantors will reports and press releases required by this Section 4.03 are posted. In addition, if at any time the Company is not filing with the Commission the reports required by this Section 4.03, the Company shall furnish to the Holders of Notes and to securities analysts and Holders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Act so long as the Notes constitute “restricted securities” under Rule 144. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates with respect thereto).
Appears in 2 contracts
Reports. Veeco has furnished to the Company a true and complete copy of each statement, report, registration statement (awith the prospectus in the form filed pursuant to Rule 424(b) Regardless of whether the Securities Act), definitive proxy statement and other filings filed with the SEC by Veeco since January 1, 1996, and, prior to the Effective Time, Veeco will have furnished the Company with true and complete copies of any additional statements, reports and documents filed with the SEC by Veeco prior to the Effective Time (collectively, the "VEECO SEC DOCUMENTS"). All documents required to be filed as exhibits to the Veeco SEC Documents have been so filed. All Veeco SEC Documents were filed as and when required by the Exchange Act or the Securities Act, as applicable. The Veeco SEC Documents include all statements, reports and documents required to be filed by Veeco pursuant to the Exchange Act and the Securities Act. As of their respective filing dates, the Veeco SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable, and none of the Veeco SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Veeco SEC Document. None of Veeco's subsidiaries is required to file any statements, reports or documents with the SEC. The financial statements of Veeco and its subsidiaries, including the notes thereto, included in the Veeco SEC Documents (the "VEECO FINANCIAL STATEMENTS"), complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Veeco Financial Statements fairly present the consolidated financial condition, operating results and cash flows of Veeco and its subsidiaries at the dates and during the periods indicated therein in accordance with GAAP consistently applied (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and additional footnote disclosures). There has been no material change in Veeco's accounting policies except as described in the notes to the Veeco Financial Statements. At all times since January 1, 1996 Veeco has (i) filed as and when due all documents required to be filed with NASDAQ, and (ii) otherwise timely performed all of Veeco's obligations pursuant to the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsNASDAQ.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, Parent will furnish to the Company will file with the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SEC’s rules and regulations, regulations that would apply to Parent if it were subject to those rules and upon request, the Company will furnish regulations (without exhibits) to the Trustee for delivery to the Holders of Notes:whether or not Parent is actually so subject):
(1) all quarterly and annual reports of Parent containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if Parent had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including (A) “Management’s discussion and analysis of financial condition and results of operations” and (B) audited financial statements prepared in accordance with GAAP;
(2) quarterly reports of Parent containing substantially all of the information that would have been required to be contained in a filing with the SEC Quarterly Report on Forms Form 10-Q and 10-K under the Exchange Act if Parent had been a reporting company under the Company were required Exchange Act (but only to file such formsthe extent similar information is included in the Offering Memorandum), including a (A) “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, and (B) the unaudited quarterly financial statements prepared in accordance with respect GAAP and reviewed pursuant to the annual information only, a report thereon by the Company’s certified independent accountantsStatement on Auditing Standards No. 100 (or any successor provision); and
(23) all current reports containing substantially all of the information that would be have been required to be filed with the SEC contained in a Current Report on Form 8-K under the Exchange Act if Parent had been a reporting company under the Company were Exchange Act; provided, however, that no such current report will be required to file be furnished if (A) Parent determines in its good faith judgment that such reports.
(b) The Company will be deemed event is not material to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes or the business, assets, operations, financial positions or prospects of Parent and its Restricted Subsidiaries, taken as a whole or (and B) a failure to furnish such current report would not result in Parent losing its Form S-3 filing eligibility. Notwithstanding the Trustee shall foregoing, in no event will Parent be deemed required by this Section 4.03 to have delivered such reports and information to the Holders (i) comply with Section 302 or Section 404 of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system (Act of 2002, or any successor filing system related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) or, if the SEC will not accept such reports of Regulation S-K (with respect to any non-GAAP financial measures contained therein) or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubtRegulation G, (iii) such information will not be required to contain include the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC or (iii) provide any financial statements additional information in respect of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) 402 of Regulation S-K beyond information of the type included in the Offering Memorandum. Parent’s reporting obligations under the first paragraph of subparagraph (a) of this Section 4.03 will be satisfied if Parent timely files such reports with respect to any non-GAAP financial measures contained thereinthe SEC on ▇▇▇▇▇.
(db) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated Within 10 Business Days after any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information Appraisal is required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this delivered pursuant to Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition4.19 hereof, the Company will hold furnish to the Trustee a summary of each such Appraisal (which summary will be made publicly available) and participate in annual conference calls with will post the complete Appraisal on a private, restricted website to which Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, broker-dealers and securities analysts and market makers are given access, subject to discuss such individuals agreeing to confidentiality obligations reasonably acceptable to the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenderssecurities law purposes.
(hc) The Company and the Guarantors agree that, for so So long as any Notes remain are outstanding, if at any time they are Parent is not required to file with the SEC the reports required by the preceding subparagraph (a) of this Section 4.03(a)4.03, Parent will also:
(1) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the first public disclosure of the reports required by the preceding subparagraphs (a) and (b) of this Section 4.03 announcing the date on which such reports will become publicly available and directing Holders of Notes, prospective investors, broker-dealers and securities analysts to contact the investor relations office of Parent to obtain copies of such reports; and
(2) maintain a website to which Holders of Notes, prospective investors, broker-dealers and securities analysts are given access and to which all of the reports and press releases required by this Section 4.03 are posted.
(d) The Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and Notes, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct so long as the Notes constitute “restricted securities” under Rule 144.
(ie) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Company’s compliance Company or any Guarantor with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (United Air Lines Inc), Indenture (United Air Lines Inc)
Reports. (ai) Regardless As of whether required their respective dates, neither the Annual Report on Form 10-K filed by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file RedFed with the SEC Securities and Exchange Commission (unless the SEC will not accept such a filing"SEC") within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) relating to the Trustee for delivery year ended December 31, 1996 (including the audited financial statements of RedFed included therein), nor any other report or other filing filed or made by RedFed subsequent to the Holders of Notes:
December 31, 1994 (1) all quarterly and annual including, without limitation, reports that would be required to be contained in a filing with the SEC on Forms 10-Q and K, 10-K if Q, and 8-K) with the Company were required SEC, the Office of Thrift Supervision (the "OTS"), or the FDIC (all of the financial statements and reports of the types referred to file such formsin this clause (i) being collectively referred to in this Agreement as "Reports"), including contained any untrue statement of a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect material fact or omitted to the annual information only, state a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and complete copies of all such Reports filed on or after December 31, 1994 have been made available to Golden State, and RedFed shall provide Golden State with true and complete copies of all Reports filed after the date hereof promptly after such Reports are filed and each such Report filed with the SEC on Form 8-K if the Company were required complied or will comply as to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, form with the SEC using applicable requirements under the ▇▇▇▇▇ filing system (Securities Act or any successor filing system the Exchange Act. Each of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries financial condition contained or 50% or less owned Persons as contemplated incorporated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or reference in the Reports (including in each case any successor provisionsrelated notes and schedules) fairly presented or will fairly present, as the case may be, the financial position of the entity or entities to which it relates as of its date and each of the statements of operations, cash flows and changes in stockholders' equity, contained or incorporated by reference in the Reports (including in each case any related notes and schedules), fairly presented or will fairly present, as the case may be, the results of operations, cash flows, and (ii) such information shall not be required changes in stockholders' equity of the entity or entities to comply with Regulation G under which it relates for the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained periods set forth therein.
(d) Except as provided above, all such reports will be prepared in all material respects each case in accordance with all generally accepted accounting principles or applicable regulatory accounting principles and instructions consistently applied throughout the periods involved, except as may be stated therein (and subject, in the case of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenunaudited interim statements, to the extent material, the quarterly normal year-end audit adjustments that are not material in amount or effect and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights lack of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificatecomplete footnotes).
Appears in 2 contracts
Sources: Merger Agreement (Golden State Bancorp Inc), Merger Agreement (Redfed Bancorp Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon requestunless already publicly available on the SEC’s ▇▇▇▇▇ filing system, the Company Issuer (a) will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such forms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountantsauditors; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuer were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Notwithstanding the foregoing, it is understood that for so long as the Issuer is exempt from the reporting requirements of Section 4.03(a13(a) to or 15(d) of the Holders of Notes (Exchange Act and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, Parent files with the SEC using and provides (unless already public on the Commission’s ▇▇▇▇▇ filing system (or any successor filing system system) the Trustee and Holders with such annual reports and such information, documents and other reports as are specified in Section 13 and 15(d) of the SEC) orExchange Act and applicable to a corporation subject to such Sections (such information, if documents and reports to be so filed with the SEC will not accept and provided at the times specified for the filing of such reports or information, if documents and reports under such Sections), the Company has posted Issuer shall not be required to file such reports or information, respectively, on its website, documents and reports with the SEC or provide such reports or information, respectively, are available documents and reports to the Trustee and the Holders of Notes through internet accessas otherwise required pursuant to this Section 4.02.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so So long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will Issuer shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Gsi Group Inc), Indenture (Gsi Group Inc)
Reports. (a) Regardless Whether or not the Company is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will file with provide the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules Trustees and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Noteswith:
(1i) within 90 days after the end of each fiscal year, all quarterly and annual reports financial information that would be required to be contained in a filing an annual report on Form 10-K, Form 40-F or Form 20-F, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q or Form 6-K, or any successor or comparable form, filed with the SEC, including, whether or not required, unaudited quarterly financial statements (which will include at least a balance sheet, income statement and cash flow statement) and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(2iii) within the later of 5 days and the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenIn addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree thatforegoing, for so long as any Notes remain are outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will shall furnish to the Holders of Notes and to Holders, securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (i) Delivery of reports, information and documents or any successor regulation). The delivery to the Trustee Trustees and the Holders by electronic means or the filing of documents pursuant to the SEC’s ▇▇▇▇▇ system (or any successor electronic filing system) shall be deemed to be provided to the Trustees and the Holders as of the time such documents are filed via the ▇▇▇▇▇ system for purposes of this covenant The requirements set forth in Section 4.2(a), this Section 4.03 is for informational purposes only, 4.2(b) and the Trustee’s receipt Section 4.2(c) may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustees, Holders and prospective purchasers of the Notes. The Trustees shall have no responsibility whatsoever to determine if such filings have been made. The Trustees shall not constitute be deemed to have constructive notice of any information contained therein contained, or determinable from information contained thereincontained, in any reports referred to above, including the Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is Trustees are entitled to rely exclusively on an Officers’ CertificateCertificates). Neither of the Trustees shall be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, any Subsidiary Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture.
(c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would constitute 10% of the Consolidated EBITDA of the Company and its Subsidiaries for any fiscal year or 10% of the total assets of the Company and its Subsidiaries (as set forth on the most recent consolidated balance sheet of the Company and its Subsidiaries), within the time period specified in Section 4.2(a) for annual reports, the Company shall provide to the Trustees and the Holders, financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors.
(d) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent in the manner prescribed in Sections 4.2(a) and (b); provided that (i) such financial statements are accompanied by consolidating financial information for such parent and the Company in the manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.
(e) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with its obligations under this Section 4.2 until 60 days after the date any report or other information is due hereunder.
Appears in 2 contracts
Sources: Indenture (Open Text Corp), Indenture (Open Text Corp)
Reports. (a) Regardless Whether or not the Company is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will file with provide the SEC (unless Trustee and the SEC will not accept Holders of Notes within 15 Business Days after filing, or in the event no such a filing) filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesExchange Act with:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q 10‑Q and 10-K 10‑K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the Company’s certified independent accountants; , and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company ; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period specified above (provided that if posted to have furnished a secure internet portal, the Company will separately electronically deliver such reports and information described above in Section 4.03(a) to the Holders of Notes (and Trustee). If a Parent Entity has provided the Trustee information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have delivered satisfied such reports requirements; provided the Parent Entity provides to the Trustee and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate unaudited supplemental financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or substantially similar to that included in each case any successor provisions, and (ii) such the Offering Memorandum that explains in reasonable detail the differences between the information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable relating to such reports.
(e) If the Company has designated Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a stand-alone basis, on the financial condition and results of operations of its Unrestricted Subsidiariesother hand.
(fb) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any of the Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)outstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors will shall furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any provision of this reporting covenant for purposes of Section 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(d) Delivery of reports, information and documents referred to above, to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates).
Appears in 2 contracts
Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, post on the Company will Website and furnish (without exhibits) to the Trustee for delivery to any of the Holders and Beneficial Owners of NotesNotes (by hard copy or internet access), in each case, within five Business Days of the date such filing would otherwise be required to be made with the Commission:
(1i) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion prepared in all material respects in accordance with the rules and Analysis of Financial Condition and Results of Operations” regulations applicable to such Forms, and, with respect to the annual information only, a report thereon on the annual financial statements that would be required to be contained in a Form 10-K by the Company’s certified independent accountants; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, thenwould not be a Significant Subsidiary), to the extent material, then the quarterly and annual financial information required by Section 4.03(a4.03(a)(i) above will shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and to the financial statements or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted SubsidiariesSubsidiaries of the Company.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ic) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission.
(d) The Company will be deemed to have furnished to the Trustee and Holders and Beneficial Owners of Notes the reports and information referred to above in this Section 4.03 if the Company has filed them with the Commission. For purposes of this Section 4.03, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.
Appears in 2 contracts
Sources: Indenture (USA Compression Partners, LP), Indenture (USA Compression Partners, LP)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, For so long as the Parent Guarantor or any Notes are outstandingsuccessor thereto is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and the Company is a wholly owned Subsidiary of the Parent Guarantor, the Company will file shall deliver to the Trustee, and to each Holder, the Parent Guarantor's annual and quarterly reports pursuant to Section 13 or 15(d) of the Exchange Act, within 15 days after such reports have been filed with the SEC (unless the SEC will not accept such a filing) within the time periods specified Commission; PROVIDED, HOWEVER; in the SEC’s rules and regulationsevent either (i) the Parent Guarantor or a successor as set forth above is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (ii) the Company is no longer a wholly owned Subsidiary of the Parent Guarantor or a successor as set forth above, and upon requestthen whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish (without exhibits) shall deliver to the Trustee for delivery and, to each Holder, within 15 days after it is or would have been (if it were subject to such reporting obligations) required to file such with the Holders of Notes:
(1) all Commission, annual and quarterly and annual reports financial statements substantially equivalent to financial statements that would be required to be contained have been included in a filing reports filed with the SEC on Forms 10-Q and 10-K Commission, if the Company were required subject to file such formsthe requirements of Section 13 or 15(d) of the Exchange Act, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andincluding, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and
(2) all current reports that accountants as such would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished in such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or informationCommission, respectivelyand, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisionscase, together with a management's discussion and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) analysis of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information which would be so required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard and, to the date on extent permitted by the Exchange Act or the Commission (if it were subject to such reporting obligations), file with the Commission the annual, quarterly and other reports which such financial statement it is or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes would have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Commission. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate' Certificates).
Appears in 2 contracts
Sources: Indenture (Multiverse Acquisition Corp), Indenture (Talk Radio Network Inc)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Venator will furnish to the Company will file with Trustee and to the SEC (unless the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’s rules and regulations including any extension periods available under such rules and regulations and excluding any requirement and time periods applicable to “accelerated filers” (as defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to securities analysts and potential investors upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Venator were required to file such formsForms, including a “Narrative Analysis of Results of Operations” or “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s Venator’ certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Venator were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information; provided, respectivelyhowever, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, that (i) in no event shall such information will not reports be required to contain the separate financial information for Guarantors as contemplated by comply with Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or any promulgated by the SEC (except that summary financial statements information with respect to non-guarantor Subsidiaries of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-Xthe type and scope included in the Offering Memorandum will be required), or in each case any successor provisions, and (ii) in no event shall such information shall not reports be required to comply with Regulation G under promulgated by the Exchange Act SEC or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein, (iii) no such reports referenced under clause (2) above (other than reports referenced in clause (v) below) shall be required to be furnished if Venator determines in its good faith judgment that such event is not material to the Holders of the notes or the business, assets, operations or financial position of Venator and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such reports be required to include any information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to reports provided under clause (2) above and (v) in no event shall reports referenced in clause (2) above be required to include as an exhibits copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case with respect to pro forma financial statements, to include only pro forma total assets, total debt, senior secured debt, revenues, operating income and capital expenditures in lieu thereof.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(eb) If the Company Venator has designated as an Unrestricted Subsidiary any of its Subsidiaries as Unrestricted Subsidiariesthat would constitute a Significant Subsidiary, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, and or in Narrative Analysis of Results of Operations or Management’s Discussion and Analysis of Financial Condition and Results of Operations, as applicable, of the financial condition and results of operations of the Company Venator and its Restricted Subsidiaries separate from the financial condition and results of operations of its any such Unrestricted SubsidiariesSubsidiaries of Venator.
(fc) Any and all Defaults In the event that any direct or Events indirect parent company of Default arising from Venator is or becomes a failure to furnish in a timely manner any financial information required by Guarantor of the Notes, Venator may satisfy the requirements of this Section 4.03 shall be deemed cured (and the Company shall be deemed with respect to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 relating to direct or indirect parent of Venator (but without regard to such entity the date on which such financial statement or report is so furnished)“Parent Entity”) instead of Venator; provided that to the extent either (x) such cure shall not otherwise affect the rights Parent Entity holds assets (other than its direct or indirect interest in Venator) that exceed 1% of the Holders under assets of Venator and its Subsidiaries as of such fiscal period end or (y) such Parent Entity has revenues (other than revenue of Venator and its Subsidiaries) that exceed 1% of the provisions total revenue of Article 6 hereof if Venator and its Subsidiaries for the principal ofimmediately preceding fiscal period, premiumthen such information related to such Parent Entity shall be accompanied by consolidating information that explains in reasonable detail the differences between the information of such Parent Entity, if any, onon the one hand, and interestthe information relating to Venator and its Subsidiaries on a stand-alone basis, if any, on, on the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureother hand.
(gd) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section Sections 4.03(a) and (b), the Company Issuers and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(ie) Delivery of reports, information the reports and documents described above to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such reports and documents shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
(f) For purposes of this Section 4.03, Venator will be deemed to have furnished such reports referred to above to the Trustee and the Holders if Venator or any Parent Entity has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available; provided, however, that the Trustee shall have no obligation to determine whether or not Venator shall have made such filings.
Appears in 2 contracts
Sources: Indenture (Huntsman International LLC), Indenture (Venator Materials PLC)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon requestthe Company will, within five Business Days after filing, or attempting to file, the Company will same with the Commission, (a) furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes:
(1) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent registered public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports, including Section 3-10 of Regulation S-X, if the Company is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. The Company will at all times comply with TIA §314(a).
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(fb) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial information report or certification as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(gc) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.03(a)4.03, the Company Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(id) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Exterran Partners, L.P.), Indenture (Exterran Partners, L.P.)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filingfilings) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) Noteholders all quarterly and annual reports financial information, and within 15 days of the dates such information is filed with the SEC, that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required (including pursuant to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon any extension authorized by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports SEC, rule, regulation or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenexecutive order). In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In additionforegoing, the Company will hold and participate in annual conference calls with the furnish to Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4). The Company will be deemed to have satisfied the requirements of the first paragraph of this Section 405 if any Parent Entity furnishes or makes available information regarding the Parent Entity of the type otherwise so required with respect to the Parent Guarantor and such Parent Entity is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Securities Act.
Exchange Act with the SEC via ▇▇▇▇▇ (ior successor) filing system and such reports are publicly available, in each case provided that the same is accompanied by information describing the non-equity differences between the financial information relating to such Parent Entity and its Subsidiaries, on the one hand, and the financial information relating to the Parent Guarantor and its Subsidiaries, on the other hand (as determined by the Company in good faith, which determination shall be conclusive) and for the avoidance of doubt need not be audited or compliant with Regulation S-X. Delivery of any reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not obligated to monitor or confirm, on a continuing basis or otherwise, any reports or other documents filed with the SEC or posted to any website or to participate in any conference calls.
Appears in 2 contracts
Sources: Indenture (Xerox Corp), Indenture (Xerox Corp)
Reports. (a) Regardless On or before the 10th of whether required by the rules and regulations of the SEC, so long as any Notes are outstandingeach month, the Company Servicer will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) provide to the Trustee for delivery to Owner or its designee a computer tape or electronically transmitted data file containing the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, data with respect to the annual Monthly Remittance Date as set forth below (or such other information only, a report thereon as may be agreed upon by the Company’s certified independent accountantsparties or as may be required by ▇▇▇▇▇▇ ▇▇▇ guides):
(i) mortgage loan number;
(ii) scheduled balance;
(iii) actual balance;
(iv) due date;
(v) statement of remittances;
(vi) statement of prepaid accounts;
(vii) statement of curtailments;
(viii) statement of current Prepayments in Full;
(ix) upon request, statement of delinquents, and a detailed delinquency report on all Mortgage Loans more than 30 days delinquent;
(x) upon request, foreclosure status (including bankruptcy);
(xi) statement of loans added, if any;
(xii) the amount of the aggregate remittance on such Monthly Remittance Date allocable to principal;
(xiii) the amount of the aggregate remittance on such Monthly Remittance Date allocable to interest; and
(xiv) the aggregate amount to be remitted to the Owner on such Monthly Remittance Date. The Servicer may submit the foregoing information in two (2) all current reports that would be required separate reports, one relating to be filed with the SEC on Form 8-K if the Company were required Mortgage Loans sold by WMBFA and one relating to file such reportsMortgage Loans sold by Washington Mutual Bank and/or Washington Mutual Bank fsb.
(b) The Company will be deemed Upon reasonable advance notice in writing, the Servicer shall provide to have furnished such any Owner which is a savings and loan association, a bank, an insurance company or other regulated or supervised entity reports and access to information described above in Section 4.03(a) to and documentation regarding the Holders of Notes (Mortgage Loans and the Trustee transactions contemplated hereby sufficient to permit the Owner to comply with the applicable regulations of relevant regulatory or supervisory authorities with respect to its investment in the Mortgage Loans and Owner's internal and third-party audit requirements. Such obligation of the Servicer shall be deemed to have delivered such reports and information been satisfied to the Holders of Notes) if extent that substantially comparable information shall be provided to the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or Owner pursuant to any successor filing system requirements of the SEC) orInternal Revenue Code as from time to time are in force. The Servicer shall prepare and file any and all tax returns, if the SEC will not accept such reports information statements or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be other filings required to contain be delivered to any governmental taxing authority or to the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or Owner pursuant to any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K applicable law with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (Mortgage Loans and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as transactions contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) hereby. In addition, the Company will hold and participate in annual conference calls Servicer shall provide the Owner with such information concerning the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers Mortgage Loans as is necessary for the Owner to discuss prepare its federal income tax return as the financial information required Owner may reasonably request from time to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenderstime.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Se 2002-1a), Servicing Agreement (Structured Asset Securities Corp)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuer shall electronically file with the SEC (unless Commission by the SEC will not accept such a filing) within the time periods respective dates specified in the SECCommission’s rules and regulationsregulations (the “Required Filing Date”), and upon requestunless, in any such case, such filings are not then permitted by the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesCommission:
(1a) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and
(2b) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports.
; If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail (b) The Company will be deemed or, when the Notes are in the form of Global Securities, send pursuant to have furnished such reports and information described above in Section 4.03(athe applicable procedures of the Common Depositary) to the Holders of Notes (the Notes, as their names and addresses appear in the Note register, without cost to such Holders of the Notes, and file with the Trustee shall copies of the information or reports that the Issuer would be deemed required to have delivered such reports and information file with the Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of Notes) if the Company has Notes pursuant to this Section 4.4 may, at the option of the Issuer, be filed such by and be those of the Parent Guarantor rather than the Issuer. The availability of the foregoing reports or information, respectively, with on the SEC using the Commission’s ▇▇▇▇▇ filing system service (or any successor filing system of the SECthereto) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard satisfy the Issuer’s delivery obligations to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, Trustee and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution Holders. Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information or documents on the SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, to collect any such information from the SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of the Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.
Appears in 2 contracts
Sources: Fifteenth Supplemental Indenture (Celanese Corp), Thirteenth Supplemental Indenture (Celanese Corp)
Reports. By signing this Agreement, each Lender:
(a) Regardless is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be financial statements required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon delivered by the Company’s certified independent accountants; and
Parent Borrower hereunder and all field examinations, audits and appraisals of the Collateral received by the Agents (2) all current reports that would be required to be filed with collectively, the SEC on Form 8-K if the Company were required to file such reports.“Reports”);
(b) The Company will be deemed to have furnished such reports expressly agrees and information described above in Section 4.03(a) to acknowledges that the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, Administrative Agent (i) such information will not be required makes no representation or warranty as to contain the separate financial information for Guarantors as contemplated by Rule 3-10 accuracy of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisionsthe Reports, and (ii) such information shall not be required to comply with Regulation G under liable for any information contained in any Report;
(c) expressly agrees and acknowledges that the Exchange Act Reports are not comprehensive audits or Item 10(e) examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of Regulation S-K with respect to any non-GAAP financial measures contained therein.the Loan Parties’ personnel;
(d) Except agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except as provided abovepermitted under Section 11.16(a), all such reports will be prepared or use any Report in all material respects in accordance with all of the rules and regulations applicable to such reports.any other manner; and
(e) If without limiting the Company has designated any generality of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree thatindemnification provision contained in this Agreement, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
agrees: (i) Delivery to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of reports, information and documents Credit that the indemnifying Lender has made or may make to the Trustee pursuant Parent Borrower, or the indemnifying L▇▇▇▇▇’s participation in, or the indemnifying L▇▇▇▇▇’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to this Section 4.03 is for informational purposes onlypay and protect, and indemnify, defend, and hold the Trustee’s receipt of Administrative Agent and any such shall not constitute constructive notice other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any information contained therein third parties who might obtain all or determinable from information contained therein, including part of any Report through the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)indemnifying Lender.
Appears in 2 contracts
Sources: Abl Credit Agreement (US Foods Holding Corp.), Abl Credit Agreement (US Foods Holding Corp.)
Reports. (ai) Regardless As of whether their respective dates, neither Seller's Annual Report on Form 10-K of the Securities and Exchange Commission (the "SEC") for the fiscal year ended September 30, 2000 nor any other document filed subsequent to September 30, 2000 under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, each in the form (including exhibits and any documents specifically incorporated by reference therein) filed with the SEC (collectively, "Seller Reports"), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required by to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the financial statements of Seller included in Seller Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Form 10-Q of the SEC). Each of the balance sheets contained or incorporated by reference in Seller's Reports (including in each case any related notes and schedules) fairly presented the financial position of the entity or entities to which it relates as of its date and each of the statements of income and of changes in stockholders' equity and of cash flows, so long contained or incorporated by reference in Seller Reports (including in each case any related notes and schedules), fairly presented the results of operations, stockholders' equity and cash flows, as any Notes the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments that are outstandingnot material in amount or effect), in each case in accordance with GAAP consistently applied during the Company will file periods involved, except as may be noted therein. No event has occurred that would cause a normal year-end adjustment to the unaudited interim financial statements prepared prior to the date hereof (including such statements as are included in the Seller's Quarterly Report on Form 10-Q for the period ended June 30, 2001) that would be material in amount or effect and no such adjustment is reasonably likely to occur. Seller has made available to Purchaser a true and complete copy of each Seller Reports filed with the SEC since September 30, 2000.
(unless ii) The condensed unaudited financial statements of Seller set forth in Seller's press release issued on November 2, 2001, fairly presented the SEC financial position of Seller as of September 30, 2001 and fairly presented the results of operations of Seller for the fiscal year ended September 30, 2001 and will be consistent with Seller's financial statements at such date and for such periods prepared in accordance with GAAP consistently applied. Seller is not aware of any fact or circumstance that would result in a material adverse change to such financial statements upon completion of the audit thereof. The audit report to be rendered by the independent auditor of Seller with respect to the financial statements for the year ended September 30, 2001 will not accept such a filing) within the time periods specified be qualified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:any way.
(1iii) Seller and each of its Subsidiaries have each timely filed all quarterly material reports, registrations and annual reports that would be statements, together with any amendments required to be contained in a filing made with the SEC on Forms 10-Q and 10-K if the Company respect thereto, that they were required to file such formssince September 30, including a “Management’s Discussion 1998 with (A) the OTS, (B) the FDIC, (C) any state banking commission, (D) and Analysis of Financial Condition and Results of Operations” andother state or federal regulatory authority having jurisdiction over insured depository institutions or their holding companies, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2E) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (iF) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 National Association of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-XSecurities Dealers, or in each case any successor provisionsInc., and (iiG) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation Sany other self-K with respect to any non-GAAP financial measures contained therein.
regulatory organization (d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto"SRO"), and have paid all fees and assessments due and payable in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiariesconnection therewith.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Merger Agreement (Atlantic Bank of New York), Merger Agreement (Yonkers Financial Corp)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Holdings will furnish to the Company will Holders of such Notes (or file with the SEC (unless the SEC will not accept such a filing) for public availability), within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Holdings were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Holdings were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, Holdings will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.
(eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (Holdings and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by clauses (1) and (2) of Section 4.03(a), the Company and the Guarantors they will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Each report or document required to be furnished or delivered pursuant to this Indenture shall be deemed to have been so furnished or delivered on the date on which Holdings posts such document on its website, or when such document is posted on the SEC’s website at ▇▇▇.
(i) Delivery ▇▇▇.▇▇▇. The Trustee shall have no responsibility to determine whether filing of reports under this Section 4.03 has occurred. In the absence of written notification from the Company or the Holders, the Trustee shall be entitled to presume that such filings were made. Delivery, if any, of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdings’ or the Company’s ’s, as applicable, compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates).
Appears in 2 contracts
Sources: Supplemental Indenture (APi Group Corp), Indenture (APi Group Corp)
Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and
(2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its the Unrestricted Subsidiaries.
Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (for other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers), if such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) Any has provided a guarantee with respect to the Notes and all Defaults has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to such Parent (or Events other Person which, directly or indirectly, owns a majority of Default arising from a failure to furnish in a timely manner the outstanding common equity interests of the Issuers) (including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution . Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Charter Communications, Inc. /Mo/), First Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. (a) Regardless The Company shall deliver to the Trustee and mail to each Holder, within 15 days after the filing of whether required by the rules and regulations of same with the SEC, so long as any Notes are outstandingcopies of its annual report and of the information, documents and other reports, if any, which the Company will is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the other provisions of TIA § 314(a).
(unless b) If the SEC will Company is not accept subject to the requirements of such a filingSection 13 or 15(d) within of the time periods specified in the SEC’s rules and regulations, and upon requestExchange Act, the Company will furnish (without exhibits) shall file with the SEC, to the extent permitted, and distribute to the Trustee for delivery and to each Holder copies of the Holders of Notes:
(1) all quarterly and annual financial information and current reports on Form 8-K that would be have been required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if pursuant to the Exchange Act had the Company were required been subject to file the reporting requirements of Section 13 or 15(d) of the Exchange Act. All such forms, financial information shall include consolidated financial statements (including footnotes) prepared in accordance with GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” and, with respect to the annual The financial information only, a report thereon by the Company’s certified independent accountants; and
(2) all and current reports that would to be required distributed to Holders pursuant to this Section 4.7 shall be filed with the SEC on Form 8-K if Trustee and mailed to the Company were required to file such reportsHolders at their respective addresses appearing in the register of the Notes maintained by the Registrar, within the time periods specified in the SEC’s rules and regulations.
(bc) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) shall deliver to the Holders of Notes (Trustee and mail to each Holder, within the Trustee shall be deemed applicable time periods provided in the Senior Subordinated Credit Agreement, all information and reports which the lenders under the Senior Subordinated Credit Agreement are entitled to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the receive from ▇▇▇▇▇▇ filing system (or any successor filing system of the SEC) orHoldings, if the SEC will not accept such reports or information, if the Company has posted such reports or informationand the Company’s Subsidiaries, respectivelyas the case may be, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, to the extent not already provided under clauses (a) and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(eb) of Regulation S-K with respect to any non-GAAP financial measures contained thereinthis Section 4.7.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution Delivery of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ CertificateCertificates).
Appears in 2 contracts
Sources: Indenture (Vertis Inc), Indenture (Vertis Inc)
Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstandingOutstanding, the Company will shall file with the SEC (unless Trustee and shall furnish to the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’s 's rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual reports filed by the Company with the SEC on Forms 10-Q and 10-K or, if at any time the Company is not required to file such reports with the SEC, all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s certified 's independent accountants; and
(2) all current reports filed by the Company with the SEC on Form 8-K or, if at any time the Company is not required to file such reports with the SEC, all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.
(b) . The Company will shall timely file all reports required to be deemed to have furnished such reports and information described above in Section 4.03(a) to filed with the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) SEC. In addition, if at any time the Company has filed such is not required to file reports or informationwith the SEC, respectively, the Company shall file a copy of the information and reports referred to in clauses (1) and (2) above with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of time periods specified in the SEC) or, if 's rules and regulations (unless the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, a filing) and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) make such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and available to securities analysts and prospective investors, upon their request. Notwithstanding the foregoing, the information Company and any Subsidiary Guarantors (to the extent that such Subsidiary Guarantors are so required under the TIA) shall file with the Trustee and the SEC, and transmit to the Holders of the Notes, such information, documents and other reports, and such summaries thereof, as may be delivered required pursuant to Rule 144A(d)(4) under the Securities ActTIA at the times and in the manner provided therein.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Indenture (Medco Health Solutions Inc), Indenture (Medco Health Solutions Inc)
Reports. (a) Regardless of whether required by the rules and regulations of the SECSince September 30, so long as any Notes are outstanding2007, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) has timely filed all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be documents required to be filed with the SEC on Form 8-K if pursuant to Sections 13(a) or 15(d) of the Company were required to file such reportsExchange Act.
(b) The SEC Reports, when they became effective or were filed with the SEC, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder, in each case as in effect at such time, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not misleading.
(c) The Company will be deemed (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are reasonably designed to have furnished such reports and ensure that material information described above in Section 4.03(a) relating to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information Company, including its consolidated Subsidiaries, is made known to the Holders individuals responsible for the preparation of Notes) if the Company has filed such reports or information, respectively, Company’s filings with the SEC using and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the Board’s Audit Committee (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, to the Knowledge of the Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system (or any successor filing system Act of the SEC) or2002, if the SEC will not accept such reports or informationwithout qualification, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accesswhen next due.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 2 contracts
Sources: Loan and Security Agreement (Image Entertainment Inc), Securities Purchase Agreement (Image Entertainment Inc)