Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC. (b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03. (c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 5 contracts
Sources: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish to Holders of such Series or cause direct the Trustee in writing to be furnished furnish to Holdersthe Holders of Notes of such Series, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above such filings are filed with the SEC for public availabilitymade, the reports will be deemed to be furnished to the Trustee and the Holders of the Notes. If The Trustee shall not be responsible for determining whether such filings have been made. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree agrees that, for so long as any Notes of a Series remain outstanding, at any time they are it is not required to file the reports required by the preceding paragraphs with the CommissionSEC, they it shall furnish to the Holders of such Series 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.
(c) To the extent any information is not filed or provided within the time periods specified in this Section 4.03 and such information is subsequently filed or provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured and any acceleration of the Notes resulting therefrom will be deemed to have been rescinded so long as such rescission would not conflict with any applicable judgment or decree.
(d) Delivery of the reports and documents described above to the Trustee is for informational purposes 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).
Appears in 4 contracts
Sources: Third Supplemental Indenture (NRG Energy, Inc.), Third Supplemental Indenture (NRG Energy, Inc.), Supplemental Indenture (NRG Energy, Inc.)
Reports. (a) Whether or not required by the SEC’s rules The books of account and regulations, so long as any Notes are outstanding, records of the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all audited as of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements end of each Fiscal Year by the Company’s independent registered public accountants. All reports provided to the Members pursuant to this Section 7.1 shall be prepared in conformity with generally accepted accounting principles. The Company’s independent public accountants shall be a nationally recognized independent certified public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements firm selected by a Super Majority of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECMembers.
(b) So long as Within 60 days after the Parent Guarantor continues to own, directly or indirectly, all end of each of the Equity Interests first three fiscal quarters, the Managing Member shall prepare and mail to each Person who was a Member during such quarter an unaudited report setting forth as of the end of such fiscal quarter:
(i) a balance sheet of the Company ;
(ii) an income and expense statement of the Company(with Operating Budget variance explanations), and statements of cash flow of the Company (with Operating Budget variance explanations), for such fiscal quarter and detailing fees paid to Affiliates of the Managing Member; and
(iii) a status report of the Company’s assets (which report shall include occupancy percentages, leasing activity, a comparison of actual results to the Parent Guarantor may elect to prepare budget for each Company asset) and file activities during such fiscal quarter, including summary descriptions of Company assets acquired and furnish disposed of by the quarterlyCompany, annual expenditures for renovation and current reports construction, and consolidated financial statements referred to above in respect amounts withheld for expenses or reserves upon Disposition (or the tax-deferred exchange) of the Parent Guarantor and a Company asset during such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03fiscal quarter.
(c) In additionWithin 120 days after the end of each Fiscal Year, the Managing Member shall prepare (or cause to be prepared) and mail to each Member, an audited report setting forth as of the end of such Fiscal Year:
(i) a balance sheet of the Company,
(ii) an income and expense statement of the Company (with Operating Budget variance explanations), a cash flow statement of the Company (with budget variance explanations) for such Fiscal Year, and
(iii) a statement of each Member’s Capital Account.
(d) Each Member agrees that it will not, and it will cause its employees, representatives and advisors not to, disclose the Guarantors agree that, for so long information in any reports issued pursuant to this Section 7.1 to any Person other than its professional advisors or lenders without the prior written consent of the Members; provided that each Member may make such disclosures as any Notes remain outstanding, at any time they are not required to file the reports it reasonably believes may be required by law, regulation or rule of any governmental authority or in conjunction with any litigation proceeding.
(e) After the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their requestend of each Fiscal Year, the Managing Member shall cause the Company’s independent certified public accountants to prepare and transmit, as promptly as possible, and in any event (i) within 120 days of the close of the Fiscal Year, a federal income tax form K-1 for each Member, and (ii) within 150 days of the close of the Fiscal Year, a copy of the Company’s return filed for federal income tax purposes and a report setting forth in sufficient detail such transactions effected by the Company during such Fiscal Year as shall enable each Member to prepare its federal income tax return, if any. The Managing Member shall mail such materials to (i) each Member and (ii) each former Member (or its successors, assigns, heirs or personal representatives) who may require such information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actin preparing its federal income tax return.
Appears in 4 contracts
Sources: Operating Agreement (Acadia Realty Trust), Operating Agreement (Acadia Realty Trust), Operating Agreement (Acadia Realty Trust)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders or cause the Trustee to be furnished furnish to the Holders, within the time periods (including any extensions thereof) specified in the SEC’s 's rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s 's consolidated financial statements by the Company’s 's certified independent registered public accounting firmaccountants. To In addition, following consummation of the extent Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing or the Company has elected to pay Special Interest in lieu of complying with the registration requirements of the Registration Rights Agreement) and will post the reports will be deemed to be furnished to the Trustee and Holders of Noteson its website within those time periods. If the Company is no longer not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing file the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filingfiling or the Company has elected to pay Special Interest in lieu of complying with the registration requirements of the Registration Rights Agreement. The However, if the Company agrees that it shall does not take any action for the purpose of causing the SEC not to accept file any such filings. If, notwithstanding reports with the foregoing, the SEC will not accept the Company’s filings for any reasonSEC, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) . In addition, 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 the preceding paragraphs with the Commissionparagraphs, they shall will furnish to the 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.
Appears in 4 contracts
Sources: First Priority Indenture (Delta Energy Center, LLC), Third Priority Secured Notes Indenture (Delta Energy Center, LLC), First Priority Secured Floating Rate Notes Indenture (Calpine Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To In addition, the extent Company shall file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports will shall be deemed to be furnished to the Trustee and Holders of Notes. If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC. The Company shall at all times comply with TIA § 314(a).
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the CommissionSEC, they shall furnish to the 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.
Appears in 4 contracts
Sources: Fifth Supplemental Indenture (NRG Energy, Inc.), Fourth Supplemental Indenture (NRG Energy, Inc.), Third Supplemental Indenture (NRG Energy, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall Issuer will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsregulations for non-accelerated filers:
(1a) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such reports; 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; provided that the electronic filing of the foregoing reports by the Issuer on the SEC’s ▇▇▇▇▇ system (or any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyIssuer’s consolidated financial statements by the CompanyIssuer’s certified independent registered public accounting firmaccountants. To In addition, the extent Issuer will file a copy of each of the reports referred to in clauses (1a) and (2b) above are filed with the SEC for public availabilityavailability 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. If, at any time, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall Issuer will not take any action for the purpose of causing reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the CompanyIssuer’s filings for any reason, the Company shall Issuer will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuer were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own. If, directly or indirectly, all of the Equity Interests of the Companyat any time, the Parent Guarantor may elect Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to prepare be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and file provide them and furnish prospective investors in the quarterly, annual Notes with instructions to obtain access to such conference call concurrently with and current reports and consolidated in the same manner as each delivery of financial statements referred pursuant to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
clause (ca) above. In addition, 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 the preceding paragraphs with the Commissionparagraphs, they shall 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. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, 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.
Appears in 4 contracts
Sources: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Reports. Within [***] days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which Net Sales are generated or Sublicense Income is received, Company shall deliver to Broad a report containing, as applicable, the following information, on a Licensed Product-by-Licensed Product and country-by-country basis (and, in the case of the requirement under Section 5.1.1(c), to the extent such itemized listing of allowable deductions is available from Sublicensees under the terms of the relevant Sublicenses):
(a) Whether quantity of Licensed Products sold or not required otherwise transferred by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action Invoicing Entities for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.applicable Calendar Quarter;
(b) So long as the Parent Guarantor continues to owngross amount billed or invoiced for Licensed Products sold or otherwise transferred by Invoicing Entities during the applicable Calendar Quarter; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03AS AMENDED.
(c) In additiona calculation of Net Sales for the applicable Calendar Quarter, including an itemized listing of allowable deductions;
(d) a reasonably detailed accounting of all Sublicense Income received during the Company applicable Calendar Quarter; and
(e) the total amount payable to Broad in U.S. Dollars on Net Sales and Sublicense Income for the Guarantors agree thatapplicable Calendar Quarter, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs together with the Commission, they exchange rates used for conversion. Company shall furnish use reasonable efforts to include in each Sublicense a provision requiring the Holders and Sublicensee to securities analysts and prospective investors, upon their request, provide the information required under this Section 5.1.1. Each such report shall be certified on behalf of Company as true, correct and complete in all material respects with respect to be delivered pursuant the information required under Sections 5.1.1(a) through 5.1.1(e). If no amounts are due to Rule 144A(d)(4) under Broad for a particular Calendar Quarter, the Securities Actreport shall so state.
Appears in 4 contracts
Sources: License Agreement, License Agreement (Neon Therapeutics, Inc.), License Agreement (Neon Therapeutics, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, will file with the SEC for public availability within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:regulations (unless the SEC will not accept such a filing, in which case the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulation)
(1a) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and
(2b) 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityIf, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the Parent Guarantor continues to ownextent material, directly or indirectlythe quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) . In addition, 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 the reports required by the preceding paragraphs with the CommissionSEC, they shall will furnish to the Holders 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.
Appears in 4 contracts
Sources: First Supplemental Indenture (Mariner Energy Inc), Indenture (Mariner Energy Resources, Inc.), Indenture (Mariner Energy Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements If requested by the Company’s independent registered public accounting firm, the Subscription Agent shall notify Mr. Denis A. O'Connor at the Company (631-244-8244) or his designee, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ or before 4:00 p.m., New York City time, on each business day during the period commencing with mailing of the Rights Certificates and ending at the Expiration Date (and in the case of guaranteed delivery, ending three (3) business days after the Expiration Date), which notice shall thereafter be confirmed in writing, of (i) the number of shares of Series B Preferred Stock validly subscribed for, (ii) the number of shares of Series B Preferred Stock subject to guaranteed delivery, (iii) the number of shares of Series B Preferred Stock for which defective subscriptions have been received and the nature of such defects, (iv) the number of shares of Series B Preferred Stock validly subscribed for pursuant to the Over-Subscription Rights, and (v) the amounts of collected and uncollected funds in the subscription escrow account established under this Agreement. To At or before 5:00 p.m., New York City time, on the extent fifth business day following the reports referred Expiration Date, or upon the request from the Company from time to time thereafter, the Subscription Agent shall certify in writing to the Company the cumulative totals through the Expiration Date of all the information set forth in clauses (1i) and through (2v) above are filed with above. At or before 5:00 p.m., New York City time, on the SEC fifth business day following receipt from the Company of written instructions to mail the shares of Series B Preferred Stock subscribed for public availabilitypursuant to the Rights, the reports Subscription Agent will be deemed to be furnished execute and deliver to the Trustee Company a certificate in the form of Exhibit B hereto. The Subscription Agent shall also maintain and Holders update a listing of Notesholders who have fully or partially exercised their Rights and holders who have not exercised their Rights. If The Subscription Agent shall provide the Company is no longer subject or their designees with such information compiled by the Subscription Agent pursuant to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the 12 as any of them shall request from time periods specified above unless the SEC will not accept such a filingto time by telephone or telecopy. The Company Subscription Agent hereby represents, warrants and agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports information contained in each notification referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC12 shall be accurate in all material respects.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 4 contracts
Sources: Subscription Agent Agreement (Advanced BioPhotonics Inc.), Subscription Agent Agreement (Advanced BioPhotonics Inc.), Subscription Agent Agreement (Omnicorder Technologies Inc)
Reports. (a) Whether The Parent Guarantor will provide to the Trustee and each Holder or will provide to the Trustee for forwarding at the cost of the Parent Guarantor, to each Holder upon request, without cost to such Holder:
(i) as soon as available after the end of each Fiscal Year (and, in any event, within 120 days after the close of such Fiscal Year), annual reports in English, containing:
(A) financial statements (containing a consolidated statement of financial position as of the end of such Fiscal Year and immediately preceding Fiscal Year and consolidated statements of comprehensive income, changes in equity and cash flows for such Fiscal Year and the immediately preceding Fiscal Year) with an audit report thereon by an internationally recognized independent firm of chartered accountants;
(B) a statement of the determination of the amounts of Excess Cash and Cash as of the end of the Fiscal Year (including reasonable details as to the calculation thereof); and
(C) the Pro Forma Information;
(ii) as soon as available (and, in any event, within 60 days after the close of the first six months in each Fiscal Year) interim semiannual reports in English, containing
(A) a condensed consolidated statement of financial position as of the end of each interim period covered thereby and as of the end of the immediately preceding Fiscal Year and condensed consolidated statements of comprehensive income and cash flows for each interim period covered thereby and for the comparable period of the immediately preceding Fiscal Year with a review report thereon; and
(B) the Pro Forma Information; and
(iii) whether or not the Parent Guarantor has equity listed on the ASX, any other documents filed, furnished or otherwise provided or that would be required by to be provided to the SECASX pursuant to the continuous reporting requirements under Australian securities laws and regulations and ASX rules if the Parent Guarantor had equity listed on the ASX, within the time periods specified therein. The Parent Guarantor need not provide those annual or interim reports to the Trustee and each Holder of the Notes if and to the extent that the Parent Guarantor files or furnishes those reports with the ASX and those reports are publicly available on the ASX website within the time periods referred to in clauses (i), (ii) and (iii) above.
(b) All financial statements shall be prepared in accordance with Australian Accounting Standards and International Financial Reporting Standards, each as then in effect. Except as provided for above, no report need include separate financial statements for the Subsidiaries of the Parent Guarantor.
(c) If the Parent Guarantor no longer has equity listed on the ASX, contemporaneously with the furnishing of each such report discussed under Section 4.16(a), the Parent Guarantor will also (a) file a press release with the appropriate internationally recognized wire services in connection with such report and (b) post such report on the Parent Guarantor’s rules website. The Parent Guarantor shall also post this Indenture, any supplemental indentures and regulationsthe Amended Security Trust Deed on its website. The website which contains such annual, semi-annual and quarterly reports described under clauses (i), (ii) and (iii) of Section 4.16(a) of this covenant and the documents referred to in the immediately preceding sentence shall be made available to the public and shall not be password protected.
(d) If the Parent Guarantor no longer has equity listed on the ASX, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsParent Guarantor will also:
(1i) all quarterly as soon as practicable, but in any event, no later than 20 Business Days, after furnishing to the Trustee the annual and semi-annual reports that would be required by clauses (i) and (ii) of Section 4.16(a), hold a conference call to be filed with discuss such reports and the SEC on Forms 10-Q and 10-K if results of operations for the Company were required to file such reportsrelevant reporting period; and
(2ii) issue a press release to an internationally recognized wire service no fewer than five Business Days prior to the date of the conference call required by the foregoing clause (i) of this paragraph, announcing the time and date of such conference call and either including all current reports information necessary to access the call or directing Holders of the Notes, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Parent Guarantor to obtain this information.
(e) The Issuer shall deliver to the Trustee, within 120 days after the end of each Fiscal Year, an Officer’s Certificate that complies with Section 314(a)(4) of the Trust Indenture Act stating that in the course of the performance by the signer of its duties as an officer of the Issuer he would be required normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and if any specifying such Default, its status and what action the Issuer is taking or proposed to be filed take with the SEC on Form 8-K if the Company were required to file respect thereto. For purposes of this Section 4.16(e), such reports. All such reports compliance shall be prepared in all material respects in accordance with all determined without regard to any period of grace or requirement of notice under this Indenture.
(f) The Parent Guarantor shall deliver written notice to a Responsible Officer of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include Trustee within 30 days after an Officer becoming aware of the occurrence of a report on Default or an Event of Default.
(g) In the Company’s consolidated financial statements by event that the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Parent Guarantor is no longer neither subject to the periodic reporting requirements Section 13 or 15(d) of the Exchange Act for any reasonAct, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the CompanyExchange Act, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree thatalso, for so long as any Notes remain outstanding“restricted securities” under Rule 144(a)(3) under the Securities Act, at any time they are not required furnish or cause to file the reports required by the preceding paragraphs with the Commission, they shall furnish be furnished to the Holders and to Holders, beneficial owners of the Notes, securities analysts and prospective investors, investors upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(h) The Issuer and the Parent Guarantor shall (i) deliver to a Responsible Officer of the Trustee, within 15 days after the Issuer or the Parent Guarantor, as the case may be, is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports, if any (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Issuer or the Parent Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer or the Parent Guarantor is not required to file information, documents or reports pursuant to either of said sections, then it shall deliver to a Responsible Officer of the Trustee and file with the SEC, 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 such rules and regulations; (ii) deliver to a Responsible Officer of the Trustee and file with the SEC, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in such Trust Indenture Act; and (iii) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the delivery thereof to the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer or the Parent Guarantor, as the case may be, pursuant to subparts (i) and (ii) of this Section 4.16(h) as may be required by rules and regulations prescribed from time to time by the SEC.
(i) Delivery of any reports, information and documents to the Trustee pursuant to Section 4.16(a), Section 4.16(c), Section 4.16(d) and Section 4.16(h) is for informational purposes and the purposes set forth in Section 4.16(a), Section 4.16(c), Section 4.16(d) and Section 4.16(e), 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 compliance with any of the covenants of the Company and the Note Guarantors hereunder.
Appears in 4 contracts
Sources: Indenture (Enduro SpA), Indenture (Emeco Parts Pty LTD), Indenture (Emeco Parts Pty LTD)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods Holders of Notes (including any extensions thereof) specified in the SEC’s rules and regulations:
(1i) all quarterly and annual reports financial information that would be required to be filed contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; Forms, including "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 (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. All such reports shall be prepared in all material respects in accordance with all In addition, following consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations applicable to of the SEC, the Company shall file a copy of all such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the information and reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC availability within the time periods specified above set forth in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition to the financial information required by the Exchange Act, each such quarterly and annual report shall be required to contain "summarized financial information" (as defined in Rule 1-02(aa)(1) of Regulation S-X under the Exchange Act) showing Adjusted Operating Cash Flow for the Company and its Restricted 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 audited consolidated financial statements or unaudited quarterly financial statements of the Company agrees that it and shall not take any action be as of the same dates and for the purpose same periods as the consolidated financial statements of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post and its Subsidiaries required pursuant to the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECExchange Act.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree has agreed that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall it will furnish to the Holders holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule rule 144A(d)(4) under the Securities Act.
Appears in 3 contracts
Sources: Indenture (Pegasus Communications Corp), Indenture (Pegasus Communications Corp), Indenture (Pegasus Communications Corp)
Reports. (a) Whether or not required by The WPZ SEC Reports complied, as of their respective dates of filing, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC’s . As of their respective dates, none of such forms, reports or documents, including without limitation any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. Each of the balance sheets (including the related notes and schedules) included in the WPZ SEC Reports fairly presented in all material respects the consolidated financial position of the WPZ Companies as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein fairly presented in all material respects the consolidated results of operations and cash flows of the WPZ Companies for the respective fiscal periods or as of the respective dates set forth therein. The WPZ Fiscal Financial Statements present fairly in all material respects the consolidated financial position of WPZ and its Subsidiaries and their consolidated results of operations and changes in financial position and cash flows for the respective periods therein presented. Each of the financial statements (including the related notes and schedules) included in the WPZ SEC Reports and the WPZ Fiscal Financial Statements (i) complied as to form with the applicable accounting requirements and rules and regulationsregulations of the SEC, so long and (ii) was prepared in accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to normal year-end and audit adjustments in the case of any Notes are outstandingunaudited interim financial statements. Except for WPZ, none of the WPZ Companies is required to file any forms, reports or other documents with the SEC, the Company shall furnish NYSE or cause to be furnished to Holdersany other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Since February 18, within the time periods (including any extensions thereof) specified in the SEC’s rules 1998, WPZ has timely filed all reports, registration statements, definitive proxy statements and regulations:
(1) all quarterly and annual reports that would be other filings required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 3 contracts
Sources: Merger Agreement (Worldpages Com Inc), Merger Agreement (Transwestern Publishing Co LLC), Merger Agreement (Transwestern Holdings Lp)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish or cause to be furnished to Holders, within the time periods Trustee and Holders (including any extensions thereof) specified in the SEC’s rules and regulations:
(1i) all quarterly and annual reports financial information that would be required to be filed contained in a filing with the SEC on Forms 10-Q (or any successor or comparable form) and 10-K (or any successor or comparable form) if the Company were required to file such reportsforms, 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
and (2ii) all current reports information that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Company were required to file such reports. All such reports shall be prepared , in all material respects each case, within the time periods specified in accordance with all of the SEC’s rules and regulations that are then applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses Company (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If or if the Company is no longer not then subject to the periodic reporting requirements of the Exchange Act Act, then the time periods for any reasonfilings applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations). For so long as the Notes are outstanding, whether or not required by the rules and regulations of the SEC, the Company shall nevertheless continue filing the file a copy of all such information and reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, including the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors.
(b) The Company shall at all times comply with TIA § 314(a).
(c) 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 the Company posts such document on its website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, or when such document is posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇; provided that the Company shall either (i) deliver paper copies of all such documents or (ii) provide copies of all such documents by electronic delivery to the Trustee or any Holder that requests the Company to deliver copies of all such documents until a request to cease delivering copies of all such documents is given by the Trustee or such Holder.
(d) Delivery of such reports, information and documents to the Trustee shall be for informational purposes only and the Trustee’s receipt of such reports 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 under this Indenture or the Notes (as to which the Trustee shall have no duty to monitor or confirm and shall be entitled to rely exclusively on Officers’ Certificates). 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 or ▇▇▇▇▇ or any website under this Indenture.
Appears in 3 contracts
Sources: Eleventh Supplemental Indenture (Central Garden & Pet Co), Seventh Supplemental Indenture (Central Garden & Pet Co), Third Supplemental Indenture (Central Garden & Pet Co)
Reports. (a) Whether or not required by the SECCommission’s rules and regulations, so long as any Notes are outstanding, the Company shall Issuers will furnish or cause to be furnished to Holdersthe Holders of Notes and the Trustee, within the time periods (including any extensions thereof) specified in the SECCommission’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such reports; 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. The Issuers shall be deemed to have furnished such reports to the Trustee and the Holders of Notes if the Issuers have filed such information or reports with the Commission via the ▇▇▇▇▇ filing system and such information or reports are publicly available. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s Issuers’ consolidated financial statements by the Company’s Issuers’ certified independent registered public accounting firmaccountants. To In addition, the extent Issuers will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC Commission for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuers will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC Commission within the time periods specified above unless the SEC Commission will not accept such a filing. The Company agrees Issuers agree that it shall they will not take any action for the purpose of causing the SEC Commission not to accept any such filings. If, notwithstanding the foregoing, the SEC Commission will not accept the Company’s Issuers’ filings for any reason, the Company shall Issuers will post the reports referred to in this Section 4.03(a) the preceding paragraph on the Suburban Propane’s website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuers were required to file those reports with the SECCommission. Delivery of such reports, information and documents to the Trustee pursuant to this Section 10.03 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 Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(b) So long If Suburban Propane has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by Section 10.03(a) will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company, financial condition and results of operations of Suburban Propane and its Restricted Subsidiaries separate from the Parent Guarantor may elect to prepare financial condition and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect results of operations of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations Unrestricted Subsidiaries of the Company under this Section 4.03Suburban Propane.
(c) In addition, the Company and the Guarantors agree that, for For so long as any Notes remain outstanding, at any time they are Suburban Propane is not required to file the reports required by the preceding paragraphs this Section 10.03 with the Commission, they shall it will furnish to the 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.
Appears in 3 contracts
Sources: Third Supplemental Indenture (Suburban Propane Partners Lp), Second Supplemental Indenture (Suburban Propane Partners Lp), First Supplemental Indenture (Suburban Propane Partners Lp)
Reports. (a) Whether Servicer shall prepare and forward to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) during a Monthly Reporting Period, on each Monthly Settlement Date, a Monthly Report, (ii) during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or if such day is not required a Business Day, on the next succeeding Business Day) (each such date the “Weekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the SEC’s rules Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that a Daily Report covering the first (1st) Business Day following a weekend or holiday or both shall also cover such weekend or holiday or both), in each case, certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and regulations, so long as any Notes are outstanding, from time to time. In the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports event that would be Servicer is required to be filed with the SEC on Forms 10-Q furnish any Weekly Report or Daily Report as provided herein, and 10-K if the Company were required to file last day of the week covered by such reports; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K Weekly Report or if the Company were required to file day covered by such reports. All such reports shall be prepared in all material respects in accordance with all Daily Report, as applicable, occurs during the period commencing on the day of any calendar month when Crude Oil Receivables generated during the immediately preceding calendar month are payable and ending on the date of the rules and regulations applicable to following calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such reports. Each annual report on Form 10-K will include a report on following month are invoiced, then the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements computation of the Exchange Act Net Receivables Balance set forth in such Weekly Report or Daily Report, as applicable, shall include the aggregate amount of all Crude Oil Receivables for any reason, the Company shall nevertheless continue filing the reports specified which invoices have not yet been issued but which would qualify as Eligible Receivables had an invoice been issued in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECrespect thereof.
(b) So long as If the Parent Guarantor continues rating system of ▇▇▇▇▇’▇ or S&P shall change, or if either such rating agency shall cease to ownbe in the business of rating corporate debt obligations, directly or indirectly, all of the Equity Interests of the CompanyServicer, the Parent Guarantor may elect Managing Agents and the Administrative Agent shall negotiate in good faith to prepare amend, in a manner acceptable to Servicer and file and furnish the quarterlyRequired Managing Agents, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the reporting obligations of Servicer to reflect such changed rating system or the Company under this Section 4.03.
(c) In additionunavailability of ratings from such rating agency and, pending the Company and the Guarantors agree that, for so long as effectiveness of any Notes remain outstanding, at any time they are not required to file the reports required such amendment Servicer’s reporting obligations hereunder shall be determined by the preceding paragraphs with the Commission, they shall furnish reference to the Holders and rating most recently in effect prior to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actsuch change or cessation.
Appears in 3 contracts
Sources: Receivables Sale Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulationsThe Dart Group SEC Reports complied, so long as any Notes are outstandingof their ------- respective dates of filing, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations applicable of the SEC. As of their respective dates, none of such forms, reports or documents, including without limitation any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to such reportsstate a material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. Each annual report on Form 10-K will include a report on of the Company’s balance sheets (including the related notes and schedules) included in the Dart Group SEC Reports fairly presented in all material respects the consolidated financial position of the Dart Companies as of the respective dates thereof, and the other related financial statements by (including the Company’s independent registered public related notes and schedules) included therein fairly presented in all material respects the consolidated results of operations and cash flows of the Dart Companies for the respective fiscal periods or as of the respective dates set forth therein. Each of the financial statements (including the related notes and schedules) included in the Dart Group SEC Reports (i) complied as to form with the applicable accounting firm. To requirements and rules and regulations of the extent the reports referred to in clauses (1) SEC, and (2ii) above are filed was prepared in accordance with GAAP consistently applied during the SEC for public availabilityperiods presented, the reports will be deemed to be furnished to the Trustee except as otherwise noted therein and Holders of Notes. If the Company is no longer subject to normal year-end and audit adjustments in the periodic reporting requirements case of any unaudited interim financial statements. Except for Dart, Crown, SFW Holding Corp., Shoppers and Trak, none of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were Dart Companies is required to file those any forms, reports or other documents with the SEC, Nasdaq, the New York Stock Exchange or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Except as set forth in Exhibit 6.5 attached hereto, since ----------- January 31, 1997, each of Dart, Crown, SFW Holding Corp., Shoppers and Trak has timely filed all reports, registration statements and other filings to be filed by it with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 3 contracts
Sources: Merger Agreement (Dart Group Corp), Merger Agreement (Richfood Holdings Inc), Merger Agreement (Dart Group Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company Affiliate shall furnish or cause to maintain at its own expense a SMS which should be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed fully integrated with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECCAS.
(b) So long as the Parent Guarantor continues With respect to own, directly or indirectly, all each month of the Equity Interests Term, or part thereof, the Affiliate shall mandatorily provide to the Authorized Representative the duly complete and accurate Subscriber Report with respect to each head-end of the CompanyAffiliate’s Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated Package wise, Channel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the Parent Guarantor may elect Broadcaster through the Authorized Representative from time to prepare and file and furnish the quarterlytime, annual and current reports and consolidated financial statements referred to above in respect within seven (7) days of the Parent Guarantor immediate succeeding month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized Representative, may seek such reports further / other information as may be reasonably required inter alia to monitor affiliate’s compliance with stipulations of this Agreement. Such information may relate to furnishing of additional city/area wise and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03Affiliate’s affiliated local cable operator wise reports.
(c) If any Subscriber has opted for more than one connection/STB from Affiliate, all such additional connections/STBs must feature in the Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, Subscribed Channel wise, city/area wise and Affiliate’s affiliated local cable operator wise and shall be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct.
(d) In additioncase the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Company Affiliate shall also provide a report to the Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the Guarantors agree thatavailed Remunerative Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct.
(e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-▇▇-▇▇▇▇▇ rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any of the Subscribed Channel(s), along with the monthly per subscriber rate (excluding taxes) of such bouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, then any/all such change(s) shall be communicated by the Affiliate in writing to the Authorized Representative at least three (3) days before the Affiliate implementing such change.
(f) Affiliate shall maintain throughout the Term and for so long twelve (12) months thereafter (or such longer period as any Notes remain outstanding, at any time they are not required to file the reports required by law) sufficient records to enable the preceding paragraphs with Broadcaster through the Commission, they shall furnish Authorized Representative to verify and ascertain (i) veracity of the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered Subscriber Reports supplied by Affiliate pursuant to Rule 144A(d)(4this Clause, and (ii) under the Securities ActAffiliate’s compliance with its anti- piracy obligations as set out in this Agreement.
Appears in 3 contracts
Sources: Interconnect Agreement, Interconnect Agreement, Reference Interconnect Offer
Reports. (a) Whether or not required by the SEC’s rules and regulationsParent Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, outstanding the Company shall furnish Parent Guarantor must provide the Trustee and Holders of the Notes (or cause to be furnished to Holders, make available on ▇▇▇▇▇) within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsthose sections with:
(1a) all quarterly and annual reports financial information that would be required to be filed contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent Guarantor were required to file such reports; forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Parent Guarantor’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 Parent Guarantor were required to file such reports. All such reports Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.17 shall be prepared in all material respects in accordance with all of deemed cured (and the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will Parent Guarantor shall be deemed to be in compliance with this Section 4.17) upon furnishing or filing such information or report as contemplated by this Section 4.17 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders of the Notes under Article VI hereof if the principal and interest have been accelerated in accordance with the terms of Article VI hereof and such acceleration has not been rescinded or cancelled prior to such cure. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.17 is for informational purposes only and Holders the Trustee’s receipt of Notes. If the Company is no longer subject to the periodic reporting requirements such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including either of the Exchange Act for Issuers’ or any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) other Person’s compliance with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly its covenants hereunder or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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 ActNotes (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
Appears in 3 contracts
Sources: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp), Indenture (Antelope Coal LLC)
Reports. 5.1 Within ninety (a60) Whether or not required by days after the SEC’s rules and regulations, so long as any Notes are outstanding, close of each Royalty Quarter during the Company shall furnish or cause to be furnished to Holders, within the time periods term of this Agreement (including the close of any extensions thereof) specified in Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to ESCALON all royalties accruing to ESCALON during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the SEC’s rules gross sales and regulations:
(1) all quarterly Net Sales of Products by LICENSEE and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reportsSublicensees; 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. All such reports shall be prepared also indicate the source and amount of all Sublicensing Revenues and any other revenues with respect to which payments are due, and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall so report. Until such time as Products are consistently being manufactured and sold in all material respects in accordance significant quantities by LICENSEE or Sublicensees, LICENSEE shall provide, along with all the quarterly report for the final Royalty Quarter of each calendar year during the term of this Agreement, a detailed annual progress report specifying: LICENSEE’s and its Sublicensees’ Product research and development projects, the budgets for that year dedicated to and actually expended upon those projects, the staff dedicated to those projects, a summary of the rules results achieved under those projects, and regulations applicable a detailed schedule and timeline demonstrating a reasonable plan for the full development, marketing and distribution of Products. Should ESCALON elect, representatives of LICENSEE shall meet with representatives of ESCALON in Ann Arbor, Michigan, to discuss the contents of this annual progress report.
5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; LICENSEE and Sublicensees shall consistently employ such reports. Each annual report on Form 10-K will include a report on system when rendering invoices thereon and henceforth agree to inform ESCALON, or its auditors, when requested as to the Company’s consolidated financial statements by details concerning such nomenclature system as well as to all additions thereto and changes therein.
5.3 LICENSEE shall keep, and shall require its Sublicensees to keep, true and accurate records and books of account containing data reasonably required for the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) computation and (2) above are filed with the SEC for public availability, the reports will be deemed verification of payments to be furnished to the Trustee made as provided by this Agreement, which records and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act books shall be open for any reasoninspection upon reasonable notice during business hours by an independent certified accountant reasonably selected by ESCALON, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing verifying the SEC not to accept amount of payments due and payable. Said right of inspection will exist for five (5) years from the date of origination of any such filings. If, notwithstanding the foregoing, the SEC will record (this five year right of inspection shall not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations shorten any statute of the Company under limitations period applicable to any potential claim), and this Section 4.03requirement and right of inspection shall survive any termination of this Agreement. ESCALON shall be responsible for all expenses of such inspection, except that if such inspection reveals an underpayment of royalties to ESCALON in excess of ten percent (10%), then said inspection shall be at LICENSEE’s expense and such underpayment shall become immediately due and payable to ESCALON.
(c) In addition, the Company and the Guarantors agree that, 5.4 The reports provided for so long as any Notes remain outstanding, at any time they are not required hereunder shall be certified by an authorized officer of LICENSEE to file the reports required by the preceding paragraphs with the Commission, they shall furnish be correct to the Holders best of LICENSEE’s 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 Actsuch officer’s knowledge.
Appears in 3 contracts
Sources: License Agreement (Intralase Corp), License Agreement (Intralase Corp), License Agreement (Intralase Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so So long as any Notes are outstanding, the Company shall Issuer will file with the SEC for public availability, within 30 days of the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case the Issuer will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:):
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a an audit report on the CompanyIssuer’s consolidated financial statements by the Company’s a nationally recognized firm of independent registered public accounting firmaccountants. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityIf, at any time, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall Issuer 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 CompanyIssuer’s filings for any reason, the Company shall Issuer will post the reports referred to in the preceding paragraphs of this Section 4.03(a) on the its website within 30 days of Clearway Energy, Inc. within the time periods that would apply if the Company Issuer were required to file those reports with the SEC.
(b) So long If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the Parent Guarantor continues to own, directly or indirectly, all extent material as determined by the Board of Directors of the Equity Interests Issuer in good faith, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above or in respect the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Parent Guarantor financial condition and such reports and consolidated financial statements will be deemed to satisfy the obligations results of operations of the Company under this Section 4.03Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.
(c) In addition, 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 the reports required by the preceding paragraphs paragraph (a) of this Section 4.03 with the CommissionSEC, they shall the Issuer and the Guarantors will furnish to the Holders and to securities analysts of Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Appears in 3 contracts
Sources: Indenture (Walter Energy, Inc.), Indenture (Walter Energy, Inc.), Indenture (Walter Energy, Inc.)
Reports. (a) Whether or not required by Within [**] days after the SEC’s rules and regulationsend of each Calendar Quarter during which any Development activities are performed hereunder, so long as any Notes are outstanding, the Company each Party shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include prepare a report on showing the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action actual Development Costs incurred or accrued for the purpose of causing ADC, including but not limited to all FTEs utilized (with appropriate supporting information) during such Calendar Quarter (the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC“Development Cost Report”).
(b) So long The Development Cost Reports will be in such form as the Parent Guarantor continues JSC may reasonably agree from time to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03time.
(c) In additionWithin [**] days of the receipt of both Parties’ Development Cost Reports, the Company JSC (or a Party’s Finance Manager or accountancy firm appointed by the JSC) shall provide to each Party one consolidated financial report for the Development Costs. The total costs incurred by both Parties shall be divided equally, with a subsequent balancing payment by one Party to the other to the extent necessary so that each Party bears its appropriate share of such Development Costs. The Party that is due for reimbursement of Development Costs in the preceding Calendar Quarter shall invoice the other Party. Such balancing payments by one Party to reimburse the other Party’s expenditures for Development Costs for the purposes of cost sharing under this Agreement shall be paid within [**] days following receipt of the invoice. Genmab shall be entitled to deduct from any payments to ADCT, its Out-of-Pocket Expenses to hedge currency risk pursuant to Section 6.7.2. In the event that Parties disagree with the reported costs and the Guarantors agree thatany over/under spend, for so long as any Notes remain outstanding, at any time they are not required to file the reports approval shall be required by the preceding paragraphs JSC following receipt of the report by the JSC. A decision by the JSC shall be required within [**] days following its receipt of the consolidated report. Based on the JSC’s decision the Party due for reimbursement shall invoice the other Party and payment shall be made within [**] days of receipt of the invoice. Where the JSC does not so agree with the Commissionreported costs or over/under spend, they shall furnish any such unapproved spend can be referred to dispute resolution procedures provided in Article 16 by the Holders and to securities analysts and prospective investorsParty having incurred such spend.
(d) The Parties should provide proper support for expenses included on the invoice. Reasonable support documents for Out-of-Pocket Expenses include invoice or pro forma invoice from the Third Party vendors or subcontractors. For FTE reimbursement, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actproper support includes an FTE time report breakdown by function.
Appears in 3 contracts
Sources: Collaboration and License Agreement (ADC Therapeutics SA), Collaboration and License Agreement (ADC Therapeutics SA), Collaboration and License Agreement (ADC Therapeutics SA)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, any New Parent or the Company shall will furnish to the Trustee and the Holders of Notes or cause request the Trustee to be furnished furnish to Holdersthe Holders of Notes at the expense of the Issuers, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, 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, as the case may be; 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. in each case, within the time periods specified in the SEC’s rules and regulations, provided, that (1) it is understood that the Company will furnish to the Holders of Notes an Annual Report on Form 10-K for the year ended December 31, 2007 by April 15, 2008, but such annual report need only include the financial statements, Notes related thereto and a “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in accordance with the rules and regulations of the SEC applicable to such report, in all material respects; and (2) if a New Parent is formed, such New Parent may become the reporting company contemplated hereby, provided that such election would comply with the applicable rules and regulations of the SEC.
(b) All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K of such New Parent or the Company, as applicable, will include a report on such New Parent’s or the Company’s consolidated financial statements by such New Parent’s or the Company’s certified independent registered public accounting firmaccountants. To In addition, any such New Parent or the extent Company, whichever entity is then the ultimate parent company, will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, such New Parent or the Company, whichever entity is then the ultimate parent company, will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within those time periods (unless the SEC will not accept such a filing).
(c) If, at any time after consummation of the reports will be deemed to be furnished to exchange offer contemplated by the Trustee and Holders of Notes. If Registration Rights Agreement, any such New Parent or the Company Company, as the case may be, is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall such company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Neither any such New Parent nor the Company agrees that it shall not will 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(bd) So long as the Any such New Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, as the Parent Guarantor case may elect to prepare and file and furnish be, will hold a quarterly conference call for the quarterly, annual and current reports and consolidated financial statements referred to above in respect Holders of the Parent Guarantor Notes and securities analysts to discuss such reports and consolidated financial statements will be deemed to satisfy the obligations information no later than ten Business Days after distribution of the Company under this Section 4.03such financial information.
(ce) If any such New Parent or the Company, as the case may be, has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.28 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 such New Parent or the Company, as the case may be, and their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of such New Parent or the Company, as the case may be.
(f) In addition, the Company Issuers and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required or permitted to file with the SEC the reports required by the preceding paragraphs with the Commissionthis Section 4.28, they shall 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.
Appears in 3 contracts
Sources: Indenture (Forbes Energy Services Ltd.), Indenture (Forbes Energy Services Ltd.), Indenture (Forbes Energy Services LLC)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause (to be furnished the extent not publicly available on the SEC’s ▇▇▇▇▇ system) to Holdersthe Trustee and the Holders of Notes and post on the Company’s website (in a format that is accessible to Holders of Notes as well as prospective Holders of Notes), within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1i) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reportsreports (other than consolidating financial information required by Rule 3-10 or 3-16 of Regulation S-X or any comparable provision so long as the Company complies with Section 4.3(d)). Each annual report on Form 10-K will shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firmaccountants. To In addition, the extent Company shall file a copy of each of the reports referred to in clauses (1i) and (2ii) above are filed with the SEC for public availability, availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will be deemed to be furnished not accept such a filing or the Company is no longer subject to the Trustee periodic reporting requirements of the Exchange Act for any reason) and Holders of Notes. If make such information available to securities analysts and prospective investors upon request.
(b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, and regardless of whether it continues to file reports with the SEC, the Company shall nevertheless continue filing making the reports specified in this Section 4.03(a4.3(a) with hereof available to the SEC within Holders of the time periods specified above unless Notes, prospective investors and securities analysts by posting such information on its website. While the SEC will not accept such a filing. The Company remains subject to the periodic reporting requirements of the Exchange Act, the Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a4.3(a) hereof on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the The Company and the Guarantors agree further agrees that, for so long as any Notes remain outstanding, at any time they are it is not required to file the reports required by the preceding paragraphs Section 4.3(a) or (b) hereof with the CommissionSEC, they it shall furnish to the 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.
(d) The quarterly and annual financial information required by Sections 4.3(a) and (b) hereof shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes of the financial statements or in Management’s Discussion and Analysis of Financial Condition and Results of Operations that discloses the total assets, liabilities, revenues and income from operations of Subsidiaries of the Company that do not Guarantee the Notes. The Trustee shall not be responsible for determining whether this clause 4.3(d) has been satisfied, nor shall it have any liability in connection therewith.
(e) Delivery of such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(f) Notwithstanding anything herein to the contrary, in the event that the Company fails to comply with its obligation to file or provide such information, documents and reports as required by this Section 4.3, the Company will be deemed to have cured such Default with respect to the Notes for purposes of Section 6.1(d) upon the filing or provision of all such information, documents and reports required hereunder prior to the expiration of 90 days after written notice to the Company of such failure from the Trustee or the Holders of at least 25% of the principal amount of the Notes.
Appears in 3 contracts
Sources: Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Reports. (a) Whether Except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes Securities of such series are outstanding, the Company shall furnish or cause to be furnished to Holders, will file with the SEC for public availability within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:regulations (unless the SEC will not accept such a filing, in which case the Company will furnish to the Holders of Securities of such series or cause the Trustee to furnish to the Holders of Securities of such series, within the time periods specified in the SEC’s rules and regulation)
(1a) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and
(2b) 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityIf, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long . Except as otherwise provided as contemplated by Section 2.1 with respect to the Parent Guarantor continues Securities of any series, if the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to ownthe extent material, directly or indirectlythe quarterly and annual financial information required by the preceding paragraphs with respect to Securities of such series will include a reasonably detailed presentation, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) . In addition, with respect to Securities of any series that are entitled to the benefit of this paragraph as provided as contemplated by Section 2.1(21) with respect to the Securities of such series, the Company and the Guarantors agree that, for so long as any Notes Securities of such series remain outstanding, if at any time they are not required to file the reports required by the preceding paragraphs with the CommissionSEC, they shall will furnish to the Holders holders of Securities 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.
Appears in 3 contracts
Sources: Indenture (Mariner Gulf of Mexico LLC), Indenture (Mariner Energy Inc), Indenture (Mariner Gulf of Mexico LLC)
Reports. (a) Whether Within thirty (30) days of the end of each calendar quarter, Aspen shall provide the Reinsurer with a report in respect of the Subject Business in substantially the same form as the quarterly reports delivered by Aspen under the Original Agreement (a “Quarterly Report”), and which shall include the following quarterly information with respect to the Subject Business (which information shall include a breakdown by currency, as applicable): (i) gross and net paid Covered Losses, (ii) gross and net outstanding case reserves for Covered Losses and gross and net outstanding IBNR reserves for Covered Losses, (iii) applicable reinsurance, subrogation, salvage or not required other recoveries, (iv) Aspen’s cumulative net paid Covered Losses since the Effective Time, (v) any amounts withdrawn by Aspen from the Funds Withheld Account, any Trust Account or drawn on any Letters of Credit or other form of collateral posted by the SEC’s rules and regulationsReinsurer, so long as any Notes are outstandingif applicable, (vi) the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified investment analysis report in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed connection with the SEC on Forms 10-Q total investments and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with cash and cash equivalents of Aspen Parent and all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) its subsidiaries, and (2vii) above are filed with any amounts due from the SEC for public availability, the reports will be deemed Reinsurer pursuant to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECAgreement.
(b) So long Actuaries from the Parties shall meet at least quarterly to discuss the data quality provided by ▇▇▇▇▇ and the Reinsurer, as applicable, any modifications to the Parent Guarantor continues to owndata segmentation or reporting systems, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above any changes in respect of the Parent Guarantor claims practices and such reports and consolidated financial statements will be deemed to satisfy other information as they mutually agree during the obligations term of the Company under this Section 4.03Agreement.
(c) In additionWithin forty-five (45) calendar days of the end of each Crediting Interest Rate Period, Aspen shall provide to the Company Reinsurer a statement of the Aspen Annual Investment Return as of the end of such Crediting Interest Rate Period certified by the chief financial officer, chief investment officer, capital management officer or chief executive officer of ▇▇▇▇▇ ▇▇▇▇▇▇ as being determined in accordance with the definition of “Aspen Annual Investment Return” set forth herein. Such statement shall include a summary of the portfolio underlying the Aspen Annual Investment Return.
(d) Without limiting the terms of this ARTICLE IV, Aspen shall provide to Reinsurer such periodic accounting and other reports with respect to the Subject Business and the Guarantors agree that, for so long liabilities reinsured hereunder as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their Reinsurer may reasonably request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Appears in 3 contracts
Sources: Reinsurance Agreement (Aspen Insurance Holdings LTD), Reinsurance Agreement (Aspen Insurance Holdings LTD), Reinsurance Agreement (Aspen Insurance Holdings LTD)
Reports. For so long as the Note has not been redeemed, repurchased or repaid in full, Alon Brands shall furnish to the Investor:
(a) Whether or not required by within 90 days after the SEC’s rules and regulations, so long as any Notes are outstandingend of each fiscal year of Alon Brands, the Company shall furnish or cause to be furnished to Holdersannual consolidated balance sheet of Alon Brands and its Subsidiaries as of the end of the fiscal year and the consolidated statements of income, within cash flow and change in shareholders’ equity of Alon Brands and its Subsidiaries for the time periods (including any extensions thereof) specified in fiscal year then ended, which financial statements for fiscal years ending after the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports consummation of an IPO shall be prepared in all material respects in accordance with all of the rules audited and regulations applicable to such reports. Each annual report on Form 10-K will include accompanied by a report on the Company’s consolidated financial statements by the Company’s of Alon Brands’ independent registered certified public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.accountants;
(b) So long within 60 days after the end of each quarterly fiscal period in each fiscal year, unaudited condensed consolidated balance sheet of Alon Brands and its Subsidiaries as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests end of such quarterly fiscal period, and the Companycondensed consolidated statements of income and cash flows of Alon Brands and its Subsidiaries for such quarterly fiscal period, internally prepared and reviewed to the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated extent such financial statements referred have been reviewed other than pursuant to above in respect any requirement of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.Agreement;
(c) In additionconcurrently with any delivery of financial statements under clause (a) or (b), a compliance certificate of the Company Chief Executive Officer and Chief Financial Officer of Alon Brands, (i) certifying that no Event of Default has occurred and is continuing, (ii) certifying that such financial statements present fairly in accordance with GAAP the financial condition of Alon Brands and its Subsidiaries on a consolidated basis as of their respective dates and the Guarantors agree thatresults of operations of Alon Brands and its Subsidiaries for the respective periods then ended, for so long as any Notes remain outstandingsubject to normal year end adjustments and the absence of footnotes, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish and (iii) certifying that such financial statements conform to the Holders and financial results reflected in Parent’s audited financial statements with respect to securities analysts and prospective investors, upon their request, the information required to be delivered relevant segment; provided that the certifications pursuant to Rule 144A(d)(4clauses (c)(ii) under and (c)(iii) shall not be required after the Securities ActIPO.
(d) with reasonable promptness, such other data and information as the Investor may reasonably request.
Appears in 3 contracts
Sources: Loan Agreement (Alon Brands, Inc.), Loan Agreement (Alon Brands, Inc.), Loan Agreement (Alon Brands, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes (or file with the SEC for public availability), within no later than thirty days after the expiration of the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K In addition, the Company will include file a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent copy of each of the reports referred to in clauses (1(1) and (2(2) above are filed with the SEC for public availability, availability within the time periods specified above (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will be deemed to be furnished to the Trustee and Holders of Notesat all times comply with TIA §314(a). If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s 's filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECspecified in this Section 4.03.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(d) Notwithstanding the foregoing, the Company shall be deemed to have furnished the reports required by paragraphs (a) and (b) of this Section 4.03 to the Trustee and the Holders on the date the Company files such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor thereto) and such reports become publicly available.
Appears in 2 contracts
Sources: Indenture (Firstcash, Inc), Indenture (Firstcash, Inc)
Reports. Beginning with the first accrual of Net Sales on which a royalty is due hereunder, Licensee shall provide to SKCC a [*] royalty report, as follows: Within [*] after the end of each [*], Licensee shall deliver to SKCC a true and accurate report, giving such particulars of the business conducted by Licensee, Affiliates and its Sublicensees, if any, during such [*] as are pertinent to an account for payments hereunder. Such report shall be reasonably detailed and shall include at least (a) Whether or not required by the SEC’s rules total of Net Sales; (b) the calculation of royalties; and regulations, (c) the total royalties so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules calculated and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firmdue SKCC. To the extent the consistent with Licensee's internal reporting procedures, Licensee shall make good faith efforts to reflect in its reports referred to in clauses (1) hereunder Net Sales on a product-by-product and (2) above are filed country-by-country or territory-by-territory basis. Simultaneously with the SEC delivery of each such report, Licensee shall pay to SKCC the total royalties, if any, due to SKCC for public availability, the reports will be deemed to be furnished to the Trustee and Holders period of Notessuch report. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reasonroyalties are due, the Company Licensee shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filingso report. The Company agrees that it SKCC shall not take provide to third parties any action for the purpose of causing the SEC not information contained in reports provided to accept any such filings. IfLicensee hereunder, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this or learned by SKCC under Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods 4.7 above; provided that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor SKCC may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and have such reports reviewed by its accountants and consolidated financial statements will be deemed legal advisors. Licensee agrees to satisfy the obligations forward to SKCC, on an annual basis, a copy of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the all reports required of Net Sales received by Licensee from its Sublicensees during the preceding paragraphs twelve (12) month period as shall be pertinent to a royalty accounting under said sublicense agreements. Such reports may be redacted to omit any information not necessary to determine Net Sales or amounts due to SKCC hereunder. [*] Certain information on this page has been omitted and filed separately with the Commission, they shall furnish . Confidential treatment has been requested with respect to the 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 Actomitted portions.
Appears in 2 contracts
Sources: License Agreement (Introgen Therapeutics Inc), License Agreement (Introgen Therapeutics Inc)
Reports. (a) Whether Servicer shall prepare and forward to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) during a Monthly Reporting Period, on each Monthly Settlement Date, a Monthly Report, (ii) during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or if such day is not required a Business Day, on the next succeeding Business Day) (each such date the “Weekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the SEC’s rules Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that a Daily Report covering the first (1st) Business Day following a weekend or holiday or both shall also cover such weekend or holiday or both), in each case, certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and regulations, so long as any Notes are outstanding, the Company shall furnish or cause from time to be furnished to Holders, within the time periods (including upon any extensions thereof) specified change in or cancellation of any Special Concentration Limit). In the SEC’s rules and regulations:
(1) all quarterly and annual reports event that would be Servicer is required to be filed with the SEC on Forms 10-Q furnish any Weekly Report or Daily Report as provided herein, and 10-K if the Company were required to file last day of the week covered by such reports; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K Weekly Report or if the Company were required to file day covered by such reports. All such reports shall be prepared in all material respects in accordance with all Daily Report, as applicable, occurs during the period commencing on the day of any calendar month when Crude Oil Receivables generated during the immediately preceding calendar month are payable and ending on the date of the rules and regulations applicable to following calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such reports. Each annual report on Form 10-K will include a report on following month are invoiced, then the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements computation of the Exchange Act Net Receivables Balance set forth in such Weekly Report or Daily Report, as applicable, shall include the aggregate amount of all Crude Oil Receivables for any reason, the Company shall nevertheless continue filing the reports specified which invoices have not yet been issued but which would qualify as Eligible Receivables had an invoice been issued in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECrespect thereof.
(b) So long as If the Parent Guarantor continues rating system of ▇▇▇▇▇’▇ or S&P shall change, or if either such rating agency shall cease to ownbe in the business of rating corporate debt obligations, directly or indirectly, all of the Equity Interests of the CompanyServicer, the Parent Guarantor may elect Managing Agents and the Administrative Agent shall negotiate in good faith to prepare amend, in a manner acceptable to Servicer and file and furnish the quarterlyRequired Managing Agents, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the reporting obligations of Servicer to reflect such changed rating system or the Company under this Section 4.03.
(c) In additionunavailability of ratings from such rating agency and, pending the Company and the Guarantors agree that, for so long as effectiveness of any Notes remain outstanding, at any time they are not required to file the reports required such amendment Servicer’s reporting obligations hereunder shall be determined by the preceding paragraphs with the Commission, they shall furnish reference to the Holders and rating most recently in effect prior to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actsuch change or cessation.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Marathon Petroleum Corp), Receivables Purchase Agreement (Marathon Petroleum Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, Parent or the Company shall will furnish to the Holders or cause the Trustee to be furnished furnish to Holdersthe Holders of Global Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly reports on Form 10-Q and annual reports on Form 10-K that would be required to be filed with the SEC on Forms 10-Q and 10-K such forms if Parent or the Company were required to file such reports; andreports under the Exchange Act;
(2) all current reports on Form 8-K that would be required to be filed with the SEC on Form 8-K such form if Parent or the Company were required to file such reportsreports under the Exchange Act; and
(3) in a footnote to Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (1) and (2) of this Section 4.16(a), the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by Parent’s certified independent accountants. In addition, Parent will post the Company’s independent registered public accounting firm. To reports on its website within the extent time periods specified in the rules and regulations applicable to such reports and Parent will file a copy of each of the reports referred to in clauses (1) and (2) above are filed of this Section 4.16(a) with the SEC for public availability, availability within those time periods (unless the reports SEC will not accept such a filing). Parent and the Company will be deemed to be have furnished such reports referred to above to the Trustee and Holders of Notesif Parent has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Parent or the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a4.16(a) with the SEC within the time periods specified above by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. The Neither Parent nor the Company agrees that it shall not will 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 Parent’s or the Company’s filings for any reason, Parent or the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply to non-accelerated filers if Parent or the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare The quarterly and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations (the Parent Guarantor “MD&A”) of Parent, which shall include a discussion and such reports and consolidated financial statements will be deemed to satisfy the obligations analysis of the Company under this Section 4.03and the Restricted Subsidiaries. If the Board of Directors of Parent has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and also in the MD&A, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. Parent agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with Holders of the Notes and securities analysts relating to the financial condition and results of operations of Parent, the Company and the Restricted Subsidiaries.
(c) In addition, 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 the preceding paragraphs with the Commissionparagraphs, they shall will furnish to the 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.
(d) Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent or the Company, compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).
(e) Documents filed by us with the SEC via the ▇▇▇▇▇ system will be deemed filed with the Trustee as of the time such documents are filed via ▇▇▇▇▇. Delivery of such reports, information and documents 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 Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).
Appears in 2 contracts
Sources: Indenture (Vantage Drilling CO), Indenture (Vantage Drilling CO)
Reports. During the Term hereof beginning on Project Completion, within thirty (a30) Whether days after the end of each first, second and third fiscal quarter of Licensee and within sixty (60) days after the end of the fourth fiscal quarter of Licensee, Licensee shall provide to SAIC a Quarterly Financial Statement and report of all Revenues in support of the payment calculation. Such report is due even if no amount is payable. For sake of clarity and not by way of limitation, if Revenues are received by Licensee in a form other than cash, the applicable Revenue will be the monetary equivalent or not required by fair market value of the SECnon-cash consideration. Licensee shall issue one final report in the event Licensee pays the maximum amount of payments due as set out in Section 7.3. Licensee shall also provide to SAIC the Audited Financial Statements within fifteen (15) days of Licensee’s receipt of same from the certified public accountants. Notwithstanding anything to the contrary contained herein, in the event Licensee becomes a reporting company under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the obligations of Licensee to disclose the information herein to SAIC shall be modified to the extent necessary for Licensee to be in compliance with the Exchange Act, and all rules and regulationsregulations promulgated thereunder, including without limitation adjusting the time periods of disclosure so that Licensee is not obligated to disclose the information set forth herein to SAIC any sooner than it is required to disclose similar information to the Securities and Exchange Commission or the public. If any Audited Financial Statements demonstrates that Licensee has underpaid its royalty for that fiscal year, Licensee shall remit payment in the amount of such deficiency within thirty (30) days of Licensee’s receipt of the Audited Financial Statement. If any Audited Financial Statements demonstrate that the Licensee has overpaid its royalty for that year, then, so long as any Notes are outstandingthe Maximum Amount has not been reached, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports SAIC shall be prepared in all material respects in accordance with all of the rules and regulations applicable entitled to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To retain those funds to the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it can and shall not take any action for credit them against the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECMinimum Royalty and Maximum Amount.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Sources: Patent License Agreement (Pasw Inc), Patent License Agreement (SAIC, Inc.)
Reports. 11.1. The Sublicensee shall keep MPP regularly informed of the progress made by the Sublicensee under this Agreement. Within 10 Business Days following the end of each Agreement Quarter, the Sublicensee shall provide MPP with a written quarterly report, in a format to be indicated by MPP, on:
A. all Products in its development pipeline and the status of each Product in development;
B. all Products sold or supplied by the Sublicensee under this Agreement during such Agreement Quarter; and
C. all regulatory activities regarding the Products worldwide in relation to that Agreement Quarter i.e. (a) Whether or not required by the SEC’s rules regulatory filing status and regulationsplan for every Product worldwide, so long as and (b) a list of the countries in which applications for Regulatory Approval have been filed and/or Regulatory Approvals have been obtained for any Notes are outstanding, the Company shall furnish or cause Product.
11.2. The Parties agree to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all confer on a quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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 basis regarding such reports. All MPP agrees that information contained in quarterly and other such reports shall be prepared in treated as Confidential Information.
11.3. At all material respects in accordance with times the Sublicensee shall keep, and shall require its affiliates and any Third Party manufacturers and Third Parties making sales on its behalf, to keep, complete and accurate records for a period of five (5) years of all quantities of Materials and Products manufactured, sold and/or supplied under the licences granted by this Agreement and such information of the rules type and regulations applicable in sufficient detail at MPP’s discretion. MPP shall each have the right (and the Sublicensee shall procure such right), through a certified public accountant or like person appointed by it, to examine such reports. Each annual report on Form 10-K will include records in order to verify the compliance with this Agreement during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination:
(i) shall be at the expense of the person exercising such right (save where such examination reveals a report on the Company’s consolidated financial statements breach of this Agreement by the Company’s independent registered public accounting firm. To Sublicensee, in which case the extent Sublicensee shall pay for all costs incurred by MPP in carrying out the reports referred to examination),
(j) not take place more often than twice in clauses (1) any calendar year and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action cover such records for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by more than the preceding paragraphs with the Commission, they shall furnish to the 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 Acttwo calendar years.
Appears in 2 contracts
Sources: Patent and Material License Agreement, Patent and Material License Agreement
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided, however, that the Company will not be required to provide any financial information pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Securities Act. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To Notwithstanding the extent foregoing, the availability of the reports referred to in clauses (1) and (2) above are filed with on the SEC for public availabilitySEC’s Electronic Data-Gathering, Analysis and Retrieval system (or any successor system) and the Company’s website within the time periods specified in the rules and regulations applicable to such reports will be deemed to be furnished to satisfy the Trustee and Holders of Notes. If Company’s delivery obligation.
(b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) hereof with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) hereof on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree agrees that, for so long as any Notes remain outstanding, if at any time they are the Company is not required to file with the SEC the reports required by Section 4.03(a) hereof, the preceding paragraphs with the Commission, they shall Company 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.
Appears in 2 contracts
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as Company or any Notes are outstandingGuarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and JCC Holding shall furnish file (which filing may be on a consolidated basis) with the SEC (to the extent permitted under the Exchange Act) on or cause prior to be furnished the date they are or would have been required to Holdersfile such with the SEC (the "Required Filing Date"), within the time periods (including any extensions thereof) specified in the SEC’s rules annual and regulations:
(1) all quarterly and annual reports consolidated financial statements substantially equivalent to financial statements that would be required to be have been included in reports filed with the SEC on Forms 10-Q and 10-K if the Company or JCC Holding, as applicable, were required subject to file the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by such reports; and
(2) all current reports that reporting entity's certified independent public accountants as such would be required in such reports to the SEC and, in each case, together with a management's discussion and analysis of financial condition and results of operations which would be filed so required. The Company and JCC Holding shall also include in such reports the anticipated completion date of the Casino and, in the case of quarterly reports, the Contingent Payments made, if any, the Contingent Payment Accrual amount, if any, and the Company's Consolidated EBITDA and the Contingent Payment Measurement Amount with respect to the most recently ended fiscal quarter, and in the case of annual reports, the audited Contingent Payments made, if any, the audited Contingent Payment Accrual amount, if any, and audited Consolidated EBITDA and the Contingent Payment Measurement Amount for the most recently ended fiscal year and for each of the Semiannual Periods ending in such fiscal year. The Company and JCC Holding shall also file all other reports and information that they are or would have been required with the SEC on Form 8-K if prior to the Required Filing Date. The Company and JCC Holding will also provide copies of such annual and quarterly reports to the Trustee within 30 days after the Required Filing Date; provided, that the Company were required and JCC Holding shall not be in default of the provisions of this Section 5.8 for any failure to file reports with the SEC solely by refusal by the SEC to accept the same for filing, it being understood that in such reports. All event, such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished delivered to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply as described herein as if the Company were required to file those reports they had been filed with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Sources: Indenture (Jazz Casino Co LLC), Indenture (Jazz Casino Co LLC)
Reports. Within ninety (a90) Whether or not required days after the close of each calendar quarter of each year during the term of this Agreement (including the last day of any such calendar quarter following the expiration date of this Agreement), CONVATEC shall report to LICENSOR all payments actually accruing under Article V during such calendar quarter. Such quarterly reports shall indicate for such calendar quarter the Net Sales Price of the Product sold by CONVATEC and its Subsidiaries and sublicensees with respect to which payment is due and the SEC’s rules amount of such payment. In case no payment is due for any such period, CONVATEC shall so report. CONVATEC shall keep, and regulationsit shall cause its Subsidiaries and sublicensees to keep, so long as any Notes are outstanding, accurate records in sufficient detail to enable the Company shall furnish or cause aforesaid payment due under Article V to be furnished determined. Upon the request of LICENSOR, CONVATEC and its Subsidiaries and sublicensees shall permit an independent certified public accountant selected by LICENSOR to Holdershave access, within once in each calendar year during regular business hours and upon reasonable notice to CONVATEC, to such of the time periods (including records of CONVATEC and its Subsidiaries and sublicensees as may be necessary to verify the accuracy of the reports made during the previous calendar year, except that: said accountant shall meet the prior approval of CONVATEC or its Subsidiary or its sublicensee in question, which approval shall not be unreasonably denied, and; said accountant shall not disclose to LICENSOR any extensions thereof) specified information except that which should properly have been contained in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, and; and
(2) all current reports that would said audit right may not be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared exercised more than once in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filingone calendar year. The Company agrees that it shall records from which the royalty reports are prepared need not take any action be retained by CONVATEC longer than CONVATEC's then current records retention policy for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECdocuments.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Sources: License Agreement (Bioprogress PLC), License Agreement (Bioprogress PLC)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes (or file with the SEC for public availability), within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the financial statements included in the annual report 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K In addition, the Company will include file a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, 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 will be deemed to be furnished to the Trustee and Holders of Noteson its website within those time periods. If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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. The Company will be deemed to have provided such information to the holders, securities analysts and prospective investors if it has filed reports containing such information with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The Trustee will not be under any obligation to determine whether such reports have been filed.
(d) To the extent any such information described in clauses (a) through (c) above 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 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, unless the 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.
(e) The delivery of such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates), nor shall the Trustee have any responsibility or liability for the 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 (Carmike Cinemas Inc), Indenture (Carmike Cinemas Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the Commission, so long as any Notes are outstanding, Parent will furnish to the Company shall furnish or cause to be furnished to HoldersTrustee, within the time periods specified in the Commission’s rules and regulations (including any extensions thereofprovided therein) specified in for a filer that is a “non-accelerated filer” (or any successor term that provides an entity with the SEC’s rules and regulations:greatest time period for filing periodic reports with the Commission plus five Business Days):
(1i) all quarterly and annual reports that would be required to be filed with the SEC Commission on Forms 10-Q K and 10-K Q (or any successor or comparable forms) if the Company Parent were required to file such reports; and
(2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor or comparable form) if the Company Parent were required to file such reports. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyParent’s consolidated financial statements by Parent’s certified independent accountants. Notwithstanding the Company’s independent registered public accounting firmabove reporting requirements, Parent shall not be required to disclose to the Trustee (or the Holders of the Notes) any materials for which it has sought and has received (or reasonably expects to receive) confidential treatment from the Commission. To the extent the All reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will Commission via ▇▇▇▇▇ (or any successor system) shall be deemed to be have been furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in accordance with this Section 4.03(a) with the SEC within the time periods specified above unless the SEC 4.06. Parent will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC Commission not to accept any such filings. If, notwithstanding the foregoing, the SEC Commission will not accept the CompanyParent’s filings for any reason, the Company shall Parent will post the reports referred to in required by this Section 4.03(a4.06(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECdescribed above.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 Commission the reports required by Section 4.06(a), Parent, the preceding paragraphs with Issuer and the Commission, they shall Guarantors will furnish to the 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.
(c) Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with this Section 4.06 for the purposes of Section 7.01(a)(iv) until 60 days after the proper notice under Section 7.01(a)(iv) has been provided.
(d) For the avoidance of doubt, any Default or Event of Default resulting from a failure to provide any report required by this Section 4.06 shall be cured upon the provision of such report prior to the acceleration of the Notes pursuant to Section 7.02.
Appears in 2 contracts
Sources: Indenture (Horizon Lines, Inc.), Indenture (Horizon Lines, Inc.)
Reports. (a) Whether or not required by the SEC’s rules Each of FXNC and regulations, so long as any Notes are outstanding, the Company its Subsidiaries and Touchstone and its Subsidiaries shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) file all quarterly and annual reports that would be required to be filed by it with Regulatory Authorities between the date of this Agreement and the Effective Time and shall make available to the other Party copies of all such reports promptly after the same are filed. Touchstone and its Subsidiaries shall also make available to FXNC monthly financial statements and quarterly call reports. The financial statements of FXNC and Touchstone, whether or not contained in any such reports filed under the Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and cash flows for the periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of FXNC filed under the Exchange Act will comply in all material respects with the SEC on Forms 10-Q Securities Laws and 10-K if the Company were required will not contain any untrue statement of a material fact or omit to file such reports; and
(2) all current reports that would be state a material fact required to be filed with stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Any FXNC financial statements contained in any reports to any Regulatory Authority other than the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations Laws applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the As of their respective dates, such reports referred to in clauses (1) and (2) above are of Touchstone filed with the SEC for public availability, the reports will any Regulatory Authority shall be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified prepared in this Section 4.03(a) accordance with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not Laws applicable to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed not contain any untrue statement of a material fact or omit to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information state a material fact required to be delivered pursuant stated therein or necessary in order to Rule 144A(d)(4) make the statements therein, in light of the circumstances under the Securities Actwhich they were made, not misleading.
Appears in 2 contracts
Sources: Merger Agreement (First National Corp /Va/), Merger Agreement (First National Corp /Va/)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company Issuer and the Guarantors shall furnish or cause to be furnished to Holdersmake available on a publicly available website, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such reports; 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) All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyIssuer’s consolidated financial statements by the CompanyIssuer’s certified independent registered public accounting firmaccountants. To the extent The Issuer shall file a copy of each of the reports referred to in clauses (1Section 4.03(a) and (2) above are filed with the SEC for public availabilityavailability 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.
(c) If, at any time after consummation of the Exchange Offer, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company Issuer shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it Issuer shall 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 CompanyIssuer’s filings for any reason, the Company shall Issuer will post the reports referred to in this Section 4.03(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuer were required to file those reports with the SEC.
(bd) So long If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Company, the Parent Guarantor may elect to prepare financial condition and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect results of operations of the Parent Guarantor Issuer and such reports its Restricted Subsidiaries separate from the financial condition and consolidated financial statements will be deemed to satisfy the obligations results of operations of the Company under this Section 4.03Unrestricted Subsidiaries of the Issuer.
(ce) In addition, the Company and the Guarantors agree that, for so long as any of the Notes remain outstanding, if at any time they the Issuer or the Guarantors are not required to file with the SEC the reports required by Section 4.03(a), the preceding paragraphs with Issuer and the Commission, they Guarantors shall furnish to the 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.
Appears in 2 contracts
Sources: Indenture (Saratoga Resources Inc /Tx), Indenture (Saratoga Resources Inc /Tx)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish or cause to be furnished to Holders, within the time periods Trustee and the Holders of the Notes (including any extensions thereof) specified in the SEC’s rules and regulations:
(1i) all quarterly and annual reports financial information that would be required to be filed contained in a filing with the SEC on Forms 10-Q and 10-10- K if the Company were was required to file such reports; 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 (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. All such reports shall be prepared in all material respects in accordance with all of In addition, whether or not required by the rules and regulations applicable to of the SEC, the Company will file a copy of all such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the information and reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC availability within the time periods specified above in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations have satisfied such requirements if GCL files and provides reports, documents and information of the types otherwise so required by the SEC, in each case within the applicable time periods, and the Company is not required by the SEC to file such reports, documents and information separately under this Section 4.03.
the applicable rules and regulations of the SEC (cafter giving effect to any exemptive relief) In additionbecause of the filings by GCL. Furthermore, the Company and the Guarantors will agree that, for so long as any Notes remain outstandingoutstanding (and regardless of the immediately preceding sentence), at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall it 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.
Appears in 2 contracts
Sources: Indenture (Global Crossing LTD), Indenture (Global Crossing Holdings LTD)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s 's rules and regulations:
(1) all quarterly and annual reports that would be required to be filed or furnished with the SEC on Forms 10-Q and 10-K if the Company were required to file or furnish such reports; 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; provided that the Company shall not be required to file a current report on Form 8-K in connection with the consummation on the Issue Date of the transactions described in the Offering Memorandum. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s 's consolidated financial statements by the Company’s 's certified independent registered public accounting firmaccountants. To In addition, following the extent consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file or furnish, as applicable, a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, 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 will be deemed to be furnished to on its website within those time periods. If, at any time after consummation of the Trustee and Holders of Notes. If Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s 's filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for 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 paragraph (a) of this Section 4.03, the preceding paragraphs with the Commission, they shall Company will furnish to the Holders and to securities analysts of Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If at any time the Notes are guaranteed by a direct or indirect parent of the Company, and such company has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the Holders of Notes, or filed with the SEC, the reports described herein with respect to such company, as applicable (including any financial information required by Regulation S-X under the Securities Act), the Company shall be deemed to be in compliance with the provisions of this Section 4.03.
(d) Any information filed with, or furnished to, the SEC shall be deemed to have been made available to the Trustee and the registered Holders of the Notes. The subsequent filing or making available of any report required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such report within the required time frame.
(e) Delivery of such reports, information and documents 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, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Sources: Indenture (M & F Worldwide Corp), Indenture (M & F Worldwide Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company Affiliate shall furnish or cause to maintain at its own expense a SMS which should be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed fully integrated with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECCAS.
(b) So long as the Parent Guarantor continues With respect to own, directly or indirectly, all each month of the Equity Interests Term, or part thereof, the Affiliate shall mandatorily provide to the Authorized Representative the duly complete and accurate Subscriber Report with respect to each head-end of the CompanyAffiliate’s Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated Package wise, Channel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the Parent Guarantor may elect Broadcaster through the Authorized Representative from time to prepare and file and furnish the quarterlytime, annual and current reports and consolidated financial statements referred to above in respect within seven (7) days of the Parent Guarantor immediate succeeding month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized Representative, may seek such reports and consolidated financial statements will further / other information as may be deemed reasonably required inter alia to satisfy the obligations monitor affiliate’s compliance with stipulations of the Company under this Section 4.03Agreement. Such information may relate to furnishing of additional city/area wise.
(c) If any Subscriber has opted for more than one connection/STB from Affiliate, all such additional connections/STBs must feature in the Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, Subscribed Channel wise, city/area wise and shall be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct.
(d) In additioncase the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Company Affiliate shall also provide a report to the Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the Guarantors agree thatavailed Remunerative Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct.
(e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-▇▇-▇▇▇▇▇ rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any of the Subscribed Channel(s), along with the monthly per subscriber rate (excluding taxes) of such bouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, then any/all such change(s) shall be communicated by the Affiliate in writing to the Authorized Representative at least three (3) days before the Affiliate implementing such change.
(f) Affiliate shall maintain throughout the Term and for so long twelve (12) months thereafter (or such longer period as any Notes remain outstanding, at any time they are not required to file the reports required by law) sufficient records to enable the preceding paragraphs with Broadcaster through the Commission, they shall furnish Authorized Representative to verify and ascertain (i) veracity of the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered Subscriber Reports supplied by Affiliate pursuant to Rule 144A(d)(4this Clause, and (ii) under the Securities ActAffiliate’s compliance with its anti- piracy obligations as set out in this Agreement.
Appears in 2 contracts
Sources: Interconnect Agreement, Reference Interconnect Offer for Hd Channels
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall Issuer will furnish or cause to be furnished to Holdersthe Holders of Notes and the Trustee, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsregulations for non-accelerated filers:
(1a) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such reports; 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; provided that the electronic filing of the foregoing reports by the Issuer on the SEC’s E▇▇▇▇ system (or any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyIssuer’s consolidated financial statements by the CompanyIssuer’s certified independent registered public accounting firmaccountants. To In addition, the extent Issuer will file a copy of each of the reports referred to in clauses (1a) and (2b) above are filed with the SEC for public availabilityavailability 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. If, at any time, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall Issuer will not take any action for the purpose of causing reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the CompanyIssuer’s filings for any reason, the Company shall Issuer will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuer were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own. If, directly or indirectly, all of the Equity Interests of the Companyat any time, the Parent Guarantor may elect Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to prepare be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and file provide them and furnish prospective investors in the quarterly, annual Notes with instructions to obtain access to such conference call concurrently with and current reports and consolidated in the same manner as each delivery of financial statements referred pursuant to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
clause (ca) above. In addition, 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 the preceding paragraphs with the Commissionparagraphs, they shall 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. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, 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. Delivery of such reports, information, and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under the Indenture as to which the Trustee is entitled to rely exclusively on an officer’s certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or E▇▇▇▇ or any website under the Indenture, or participate in any conference calls.
Appears in 2 contracts
Reports. (a) Whether or not required by Since January 1, 1996, Parent has timely filed with the SEC’s rules SEC all forms, reports and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be documents required to be filed with by it pursuant to the federal securities laws and the SEC on Forms 10-Q rules and 10-K if regulations thereunder, all of which have heretofore been filed or are hereafter filed (the Company were required "Parent SEC Reports") have complied or will comply in form as of their respective filing dates in all material respects with all applicable requirements of the Exchange Act and the rules promulgated thereunder applicable thereto. Since January 1, 1996, none of the Parent SEC Reports, at the time filed, contained or will contain any untrue statement of a material fact or omitted or will omit to file such reports; and
(2) all current reports that would be state a material fact required to be filed with stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) As of their respective dates, the audited and unaudited consolidated financial statements of the Parent included (or incorporated by reference) in the Parent SEC on Form 8-K if the Company Reports were required to file such reports. All such reports shall be prepared (or will have been prepared) in all material respects in accordance with all United States generally accepted accounting principles applied on a consistent basis during the periods therein indicated (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of the rules Parent. and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated results of operations and changes in consolidated financial statements by position or cash flows for the Company’s independent registered public accounting firm. To periods presented therein, subject, in the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements case of the Exchange Act for unaudited interim financial statements, to normal year-end audit adjustments and any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will other adjustments described therein which were not accept such expected to have a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03Material Adverse Effect.
(c) In additionAs of December 31, the Company and the Guarantors agree that1997, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and knowledge of the Parent or its Subsidiaries, neither the Parent nor any of its Subsidiaries had any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to securities analysts and prospective investors, upon their request, the information become due that are required to be delivered pursuant recorded or reflected on a balance sheet under United States generally accepted accounting principles, except as reflected or reserved against or disclosed in the financial statements of the Parent included in the Parent SEC Reports filed prior to Rule 144A(d)(4) under April 1, 1998 or the Securities ActParent Disclosure Letter.
Appears in 2 contracts
Sources: Merger Agreement (Paragon Health Network Inc), Merger Agreement (Mariner Health Group Inc)
Reports. (a) Whether At least once each year after the first contract year and before the Annuity Payout Date, we shall send you a statement reporting your Contract Values as of a date not more than four months prior to the date of the mailing. You have the duty to review any confirmations or statements we send you and to report promptly any discrepancy. We will not required be responsible for any losses or damages attributable to a discrepancy that is reflected on such confirmations or statements unless you report the discrepancy in writing to us within 30 days of the date of the confirmation or statement. SEPARATE ACCOUNT VAA The separate account to which the variable accumulation units of your Contract Value and variable annuity units and payments under this contract relate is VAA, which we have established under Ohio law to provide variable benefits. We shall have sole and complete ownership and control of all assets in VAA. A portion of the assets in VAA, equal to the contract reserves for such account, shall not be chargeable with liabilities arising out of any other business we may conduct. All amounts credited to VAA will be used to purchase shares at net asset value of open-end investment companies registered under the 1940 Act. The available investment companies are referred to as "Portfolios" and shares of any are referred to as "Portfolio Shares." Any and all distributions made by a Portfolio, in respect to Portfolio Shares held by VAA, will be reinvested to purchase more Portfolio Shares in the SEC’s rules same Subaccount at net asset value. Deductions and regulationswithdrawals from VAA may be made by redeeming a number of Portfolio Shares, so long as any Notes are outstandingat net asset value, equal in total value to the Company shall furnish or cause amount to be furnished deducted or withdrawn. If deemed by us to Holders, within the time periods (including any extensions thereof) specified be in the SEC’s rules and regulations:
(1) best interest of all quarterly and annual reports that would contract owners, VAA may be required to operated as a management company under the 1940 Act or it may be filed with deregistered under the SEC on Forms 10-Q and 10-K 1940 Act, if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company registration is no longer subject required. If there is a substitution of Portfolio Shares or change in operation of VAA, we will issue an endorsement for this contract and take such other action as may be necessary and appropriate to make the periodic reporting requirements substitution or change. You will be liable for any loss we suffer if we purchase Portfolio Shares at your direction and, thereafter, we are forced to liquidate such Portfolio Shares because the check or draft issued by you as a purchase payment is dishonored by the bank on which it was drawn. SUPPLEMENTARY AGREEMENT As of the Exchange Act for any reasonAnnuity Payout Date, we may issue a supplementary agreement that sets forth the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose terms of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECyour Annuity Option.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Sources: Variable Deferred Annuity Contract (Ohio National Variable Account A), Variable Deferred Annuity Contract (Ohio National Variable Account A)
Reports. 5.1 Within sixty (a60) Whether or not required by days after the SEC’s rules and regulations, so long as any Notes are outstanding, close of each Calendar Quarter during the Company shall furnish or cause to be furnished to Holders, within the time periods term of this License (including the last day of any extensions thereof) specified in such Calendar Quarter following any termination of this License), ▇▇▇ Arbor Stromal shall report to University all royalties accruing to University under Section 4 during such Calendar Quarter. Such quarterly reports shall indicate for each Calendar Quarter the SEC’s rules gross sales and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reportsNet Sales of Product; 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. All such reports shall also indicate Net Sales with respect to which payments are due and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of sale and country of manufacture of Product(s). In case no payment is due for any such period, ▇▇▇ Arbor Stromal shall so report.
5.2 ▇▇▇ Arbor Stromal covenants that it will promptly establish and consistently employ a system of specific nomenclatures and type designations for Product(s) so that the various types can be prepared in identified and segregated, and ▇▇▇ Arbor Stromal and Affiliates will consistently employ such system when rendering invoices thereon and henceforth agrees to inform University, or its auditors, when requested as to the details concerning such nomenclature system as well as to all material respects in accordance with all additions thereto and changes therein.
5.3 ▇▇▇ Arbor Stromal shall keep and it shall cause its Affiliates to keep, true and accurate records and books of account containing data reasonably required for the rules computation and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed verification of payments to be furnished to made as provided by this License, which records and books shall be open for inspection upon reasonable notice during business hours by inspectors selected by and at the Trustee and Holders expense of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action University for the purpose of causing verifying the SEC not to accept amount of payments due and payable. Said right of inspection will exist for six (6) years from the date of origination of any such filingsrecord and this requirement and right of inspection shall survive any termination of this License for a period of three (3) years after such termination. IfHowever, notwithstanding in the foregoingevent that such inspection reveals an underpayment of royalties to University in excess of five percent (5%), the SEC will not accept the Company’s filings for any reason, the Company then said inspection shall post the reports referred be at ▇▇▇ Arbor Stromal's expense and such underpayment shall become immediately due and payable to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECUniversity.
(b) So long as the Parent Guarantor continues 5.4 The reports provided hereunder shall be certified by an authorized representative of ▇▇▇ Arbor Stromal to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish correct to the Holders best of ▇▇▇ Arbor Stromal's knowledge 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 Actinformation.
Appears in 2 contracts
Sources: License Agreement (Aastrom Biosciences Inc), License Agreement (Aastrom Biosciences Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s 's rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will shall include a report on the Company’s 's consolidated financial statements by the Company’s 's certified independent registered public accounting firmaccountants. To In addition, the extent Company shall file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and, if the SEC will not accept such a filing, shall post the reports will be deemed to be furnished to the Trustee and Holders of Noteson its website within those time periods. If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s 's filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) . In addition, the Company and the Guarantors agree 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 the preceding paragraphs with the Commissionparagraphs, they it 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.
Appears in 2 contracts
Sources: Indenture (American Real Estate Partners L P), Indenture (American Real Estate Holdings L P)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes, or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, 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 (but not furnished) with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all In addition, the Company will file a copy of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, 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. The Company will be deemed to be furnished to the Trustee and Holders of Notesat all times comply with TIA § 314(a). If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraph on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC. If at any time any Person is or becomes a Parent of the Company, and that Person delivers to the Trustee a Parent Guaranty, then the reports and other information required by this Section 4.03 may instead be those filed with the SEC by such Person and furnished with respect to such Person without including the condensed consolidating footnote contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act, to the extent such footnote is not required by the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
Appears in 2 contracts
Sources: Indenture (Georgia Gulf Corp /De/), Indenture (Georgia Gulf Corp /De/)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K In addition, the Company will include file a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, availability within the time periods specified in the rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act) 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.
(b) For purposes of this Section 4.03, reports filed by the Company with the SEC via the ▇▇▇▇▇ system or any successor system will be deemed to be furnished to the Trustee and Holders as of Notes. If the time such reports are filed with ▇▇▇▇▇ or such successor system.
(c) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(bd) So long as the Parent Guarantor continues to own, directly If any direct or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations indirect parent company of the Company under this Section 4.03.
(c) In additionbecomes a Guarantor, the Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such other parent Guarantor; provided that if and the Guarantors agree that, for so long as any Notes remain outstandingsuch parent Guarantor shall have Independent Assets or Operations (as defined below), at any time they are not required the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to file such parent Guarantor, on the reports required by one hand, and the preceding paragraphs with the Commission, they shall furnish information relating to the Holders Company and its Subsidiaries on a standalone basis, on the other hand. “Independent Assets or Operations” means, with respect to securities analysts any such parent Guarantor, that such parent Guarantor’s total assets or revenues, determined in accordance with GAAP and prospective investorsas shown on the most recent financial statements of such parent Guarantor, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actis more than 3.0% of such parent Guarantor’s corresponding consolidated amount.
Appears in 2 contracts
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish or cause to be furnished to Holdersthe Holders of Notes and the Trustee, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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: provided, however, that the availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service or on the Company’s website shall be deemed to satisfy the Company’s delivery obligations under this Section 4.03(a). All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To In addition, the extent Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will be deemed not accept such a filing) and will make such information available to be furnished to the Trustee securities analysts and Holders of Notesprospective investors upon request. The Company will at all times comply with TIA § 3.14(a). If at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company, the Parent Guarantor may elect to prepare financial condition and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect results of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations operations of the Company under and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03.
(c) In addition, the Company 4.03 is for informational purposes only and the Guarantors agree thatTrustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, for so long including the Company’s compliance with any of its covenants hereunder (as any Notes remain outstanding, at any time they are not required to file which the reports required by the preceding paragraphs with the Commission, they shall furnish Trustee is entitled to the 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 Actrely exclusively on an Officer’s Certificate).
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (B&G Foods, Inc.), First Supplemental Indenture (B&G Foods, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstandingCompany is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish or cause file with the SEC and provide the Trustee and Holders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be furnished to Holders, so filed and provided within the time periods (including any extensions thereof) specified in for the SEC’s rules filings of such reports under such Sections and regulations:
(1) containing all quarterly the information, audit reports and annual reports that would be exhibits required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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 for such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityIf, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If at any time, the Company is no longer not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) the preceding sentence with the SEC within the time periods specified above required unless the SEC will not accept such a filing. The availability of the foregoing reports on the SEC’s ▇▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and the Holders. The Company agrees that it shall 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 Company’s such filings for any reason, the Company shall post the specified reports referred to in this Section 4.03(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests . At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the Parent Guarantor may elect to prepare quarterly and file and furnish annual financial information required by the quarterlypreceding paragraph shall include a reasonably detailed presentation, annual and current reports and consolidated either on the face of the financial statements referred to above or in respect the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Parent Guarantor financial condition and such reports and consolidated financial statements will be deemed to satisfy the obligations results of the Company under this Section 4.03.
(c) In addition, operations of the Company and the Guarantors agree that, for so long as any Notes remain outstandingRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, at any time they are when the Company is not required subject to file the reports required by reporting requirements of Section 13 or 15(d) of the preceding paragraphs with Exchange Act, the Commission, they Company shall furnish to the Holders and to securities analysts and prospective investors, upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act.
Appears in 2 contracts
Sources: Indenture (Rotech Healthcare Inc), Indenture (Rotech Healthcare Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K (beginning with a Form 10-K for the year ending December 31, 2006, which Form 10-K need not be filed with the SEC or furnished to Holders until April 15, 2007) if the Company were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations of the Exchange Act applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To In addition, following the extent consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability 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 make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA § 314(a). Notwithstanding the foregoing, the Company will not be required to file or furnish any information, certifications or reports will be deemed to be furnished required by Items 307 or 308 of Regulation S-K, except to the Trustee extent the rules and Holders regulations of Notesthe SEC actually require it to do so. If at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC. In the event that Parent or any other direct or indirect parent company of the Company is or becomes a Guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations in this Section 4.03 by filing and furnishing reports relating to Parent or such other direct or indirect parent company in lieu of reports relating to the Company; provided, however, that such reports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent or such other direct or indirect parent company and any of its Subsidiaries other than the Company and its Restricted Subsidiaries, on the one hand, and the information relating to the Company, the Guarantors and the other Restricted Subsidiaries of the Company on a standalone basis, on the other hand.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they the Company and the Guarantors are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
Appears in 2 contracts
Sources: Indenture (Nutra Sales Corp), Indenture (Nutra Sales Corp)
Reports. (a) Whether or not required by the SEC’s rules AMBION shall provide quarterly reports of NET SALES and regulationsEXCLUSIVE NET SALES to ROSETTA, so long as any Notes are outstanding, the Company and shall furnish or cause be divided to be furnished to Holders, within the time periods (including any extensions thereof) specified NET SALES and EXCLUSIVE NET SALES in the SEC’s rules US and regulations:
(1) all quarterly outside the US. Exchange rates related to calculation of the Royalties pertaining to NET SALES and annual reports that would be required to be filed with EXCLUSIVE NET SALES outside the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports US shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished determined according to the Trustee and Holders principles set forth in Annex G of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECAgreement.
(b) So long AMBION shall maintain complete and accurate records of all NET SALES and EXCLUSIVE NET SALES and any amounts payable to ROSETTA in relation to the same. AMBION shall retain such records relating to a given Calendar Quarter for at least three (3) years after the conclusion of that Calendar Quarter. During such three (3) year period, ROSETTA shall have the right, at ROSETTA’s expense, to cause an independent, nationally-recognized, certified public accountant reasonably acceptable to AMBION, who is bound by a suitable confidentiality arrangement with AMBION, to inspect AMBION’s and the relevant Affiliates’ records relating to NET SALES and EXCLUSIVE NET SALES during normal business hours for the sole purpose of verifying any reports and payments delivered under this Agreement. Such public accountant will only report to ROSETTA whether or not AMBION is in compliance with its obligations under this Agreement and shall not disclose or report to ROSETTA any other information or data to which it has access as part of this examination. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the Parent Guarantor continues to own, directly or indirectly, all accountant delivers the results of the Equity Interests of audit. ROSETTA may exercise its rights under this Section only once every year and only with thirty (30) days prior notice to AMBION. Notwithstanding the Companyaforesaid, in the Parent Guarantor may elect event that any inspection as aforesaid reveals any underpayment by AMBION to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above ROSETTA in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations any year in an amount exceeding [***]% ([***] percent) of the Company under this Section 4.03amount actually paid by AMBION to ROSETTA in respect of such year, then AMBION shall (in addition to paying ROSETTA the shortfall), bear the costs of such inspection.
(c) In additionRoyalties payable hereunder shall be made without any deductions, the Company and the Guarantors agree that, except for so long as withholding tax or any Notes remain outstanding, at any other fiscal deductions from time they are not required to file the reports time required by the preceding paragraphs with government of any country. Withholding tax, if any, levied by a government of any country of the Commission, they shall furnish on payments made by AMBION to ROSETTA hereunder or any part thereof according to the Holders relevant law shall be borne by ROSETTA. AMBION will pay such withholding tax to the respective taxing authorities and will deduct such amount from the royalty due to securities analysts ROSETTA. AMBION shall use its best efforts to enable ROSETTA to claim exception there from under any double taxation or similar agreement in force and prospective investors, upon their request, the information required shall produce to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.ROSETTA proper evidence of payments of all withholding taxes,
Appears in 2 contracts
Sources: License Agreement (Rosetta Genomics Ltd.), License Agreement (Rosetta Genomics Ltd.)
Reports. (a) Whether or not required by the SECCommission’s rules and regulations, so long as any Notes Securities of a series are outstanding, the Company shall Issuers will furnish or cause to be furnished to Holdersthe Holders of Securities of such series and the Trustee, within the time periods (including any extensions thereof) specified in the SECCommission’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such reports; 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. The Issuers shall be deemed to have furnished such reports to the Trustee and the Holders of Securities of any series if the Issuers have filed such information or reports with the Commission via the ▇▇▇▇▇ filing system and such information or reports are publicly available. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s Issuers’ consolidated financial statements by the Company’s Issuers’ certified independent registered public accounting firmaccountants. To In addition, the extent Issuers will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC Commission for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuers will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC Commission within the time periods specified above unless the SEC Commission will not accept such a filing. The Company agrees Issuers agree that it shall they will not take any action for the purpose of causing the SEC Commission not to accept any such filings. If, notwithstanding the foregoing, the SEC Commission will not accept the Company’s Issuers’ filings for any reason, the Company shall Issuers will post the reports referred to in this Section 4.03(a) the preceding paragraph on the Suburban Propane’s website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuers were required to file those reports with the SECCommission.
(b) So long If Suburban Propane has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare quarterly and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports information required by the preceding paragraphs with paragraph will include a reasonably detailed presentation, either on the Commissionface of the financial statements or in the footnotes thereto, they shall furnish to and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Holders financial condition and to securities analysts results of operations of Suburban Propane and prospective investors, upon their request, its Restricted Subsidiaries separate from the information required to be delivered pursuant to Rule 144A(d)(4) under financial condition and results of operations of the Securities ActUnrestricted Subsidiaries of Suburban Propane.
Appears in 2 contracts
Sources: Indenture (Suburban Propane Partners Lp), Indenture (Suburban Propane Partners Lp)
Reports. (a) Whether or not required by the SEC’s rules Since January 1, 2010, SuperMedia has timely filed all forms, documents, statements and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed by it with the SEC on Forms 10-Q under the Securities Act or the Exchange Act prior to the date hereof (the forms, documents, statements and 10-K if the Company were required to file such reports; and
(2) all current reports that would be required to be so filed with the SEC on Form 8-K since January 1, 2010 and those filed with the SEC subsequent to the date of this Agreement under the Securities Act or the Exchange Act, if any, including any amendments thereto, the Company were required “SuperMedia Reports”). As of their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseded filing prior to file such reports. All such reports shall be prepared the date hereof, the SuperMedia Reports complied, and each of the SuperMedia Reports filed subsequent to the date of this Agreement will comply, in all material respects in accordance with all the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses promulgated thereunder (1) and (2) above are filed with the SEC for public availabilitycollectively, the reports will be deemed to be furnished to the Trustee and Holders of Notes“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as applicable. If the Company No SuperMedia Subsidiary is no longer subject to the periodic reporting requirements of the Exchange Act for Act. As of the time of filing with the SEC, none of the SuperMedia Reports so filed or that will be filed subsequent to the date of this Agreement contained or will contain, as the case may be, any reasonuntrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the Company shall nevertheless continue filing light of the reports specified circumstances under which they were made, not misleading, except to the extent that the information in this Section 4.03(a) such SuperMedia Report has been amended or superseded by a later SuperMedia Report filed prior to the date hereof. SuperMedia has made available to Dex correct and complete copies of all material correspondence with the SEC within since January 1, 2010 and prior to the time periods specified above unless date hereof. To the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose Knowledge of causing the SEC not to accept any such filings. IfSuperMedia, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests date hereof, none of the CompanySuperMedia Reports is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. For purposes of this Agreement, “Knowledge of SuperMedia” shall mean the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect actual knowledge of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.Persons listed on Exhibit E.
Appears in 2 contracts
Sources: Merger Agreement (Supermedia Inc.), Merger Agreement (DEX ONE Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, the Trustee and the Holders within 15 days after the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
regulations (1i) all quarterly and annual reports reports, including financial information that would be required to be filed contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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 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. All such reports shall be prepared in all material respects in accordance with all of In addition, whether or not required by the rules and regulations applicable to of the SEC, the Company shall file a copy of all such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the information and reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and will post the reports will be deemed to be furnished to the Trustee and Holders of Noteson its website within those time periods. If The Company shall at all times comply with TIA § 314(a).
(b) If, at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. .
(c) The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) and (b) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(bd) So long as Notwithstanding the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Companyforegoing, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements Company will be deemed to satisfy have furnished such reports referred to above to the obligations Trustee and the Holders of the Notes if (i) the Company under this Section 4.03has filed (or, in the case of a Form 8-K, furnished) such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available, or (ii) the reports are posted and publicly available on the Company’s website. The Trustee shall have no responsibility to verify that such reports have been filed.
(ce) In additionDelivery of such reports, information and documents to the Company Trustee pursuant to this Section is for informational purposes only, and the Guarantors agree thatTrustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, for so long including the Company’s compliance with any of its covenants under this Indenture (as any Notes remain outstanding, at any time they are not required to file which the reports required by the preceding paragraphs with the Commission, they shall furnish Trustee is entitled to the 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 Actcertificates).
Appears in 2 contracts
Sources: Indenture (Treasure Chest Casino LLC), Indenture (Boyd Gaming Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to the Trustee and Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports of the Company that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and
(2) all current reports of the Company that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To In addition, the extent Company shall file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC availability within the time periods specified above in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). The Company agrees that it shall not take any action for To the purpose of causing extent such filings are made with the SEC not to accept any such filings. If, notwithstanding the foregoingSEC, the SEC will reports shall be deemed to have been furnished to the Trustee and Holders. To the extent such filings are not accept made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of the Notes, in each case at the Company’s filings for any reason, expense and by the applicable date the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were be required to file those reports with such information pursuant to the SECpreceding paragraph.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree agrees that, for so long as any Notes remain outstanding, if at any time they are the Company is not required to file the reports required by the preceding paragraphs with the CommissionSEC, they shall it will furnish to the 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.
(c) Notwithstanding the foregoing, the foregoing obligations may be satisfied with respect to financial and other information of the Company by furnishing (including by filing with the SEC) (i) the applicable financial statements of Vistra. (or any other direct or indirect parent of the Company) or (ii) Vistra (or any other direct or indirect parent of the Company, as applicable) Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to Section 4.03(a), to the extent such information relates to Vistra (or any other direct or indirect parent of the Company), such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Vistra or such other parent, on the one hand, and the information relating to the Company on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and the Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries do not differ from the Total Assets and the Consolidated EBITDA, respectively, of Vistra (or any other direct or indirect parent of the Company) and its consolidated Subsidiaries by more than 5.0%).
(d) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, information and documents, if any, to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely on an Officer’s Certificate).
(e) To the extent any information is not filed or provided within the time periods specified in this Section 4.03 and such information is subsequently filed or provided, the Company 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.
Appears in 2 contracts
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, the Trustee and the Holders within 15 days after the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
regulations (1i) all quarterly and annual reports reports, including financial information that would be required to be filed contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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 (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. All such reports shall be prepared in all material respects in accordance with all of In addition, whether or not required by the rules and regulations applicable to of the SEC, the Company shall file a copy of all such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the information and reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and will post the reports will be deemed to be furnished to the Trustee and Holders of Noteson its website within those time periods. If The Company shall at all times comply with TIA § 314(a).
(b) If, at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. .
(c) The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) and (b) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(bd) So long as Notwithstanding the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Companyforegoing, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements Company will be deemed to satisfy have furnished such reports referred to above to the obligations Trustee and the Holders of Notes if (i) the Company under this Section 4.03has filed (or, in the case of a Form 8-K, furnished) such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available, or (ii) the reports are posted and publicly available on the Company’s website. The Trustee shall have no responsibility to verify that such reports have been filed.
(ce) In additionDelivery of such reports, information and documents to the Company Trustee pursuant to this Section is for informational purposes only, and the Guarantors agree thatTrustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, for so long including the Company’s compliance with any of its covenants under this Indenture (as any Notes remain outstanding, at any time they are not required to file which the reports required by the preceding paragraphs with the Commission, they shall furnish Trustee is entitled to the 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 Actcertificates).
Appears in 2 contracts
Sources: Indenture (Boyd Acquisition I, LLC), Indenture (Boyd Gaming Corp)
Reports. 4.1 LICENSEE shall provide to LSU a written annual report on or before July 31 of each calendar year. The annual report shall include: reports of progress and of the amount of capital expended on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve (12) months, and plans for the coming year. Each annual report shall be accompanied by the current certificate(s) of insurance in compliance with Paragraph 10.3.
4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall provide quarterly reports to LSU. Within thirty (30) days after each ROYALTY PERIOD closes (including the close of the ROYALTY PERIOD immediately following any termination of this Agreement), LICENSEE shall report to LSU for that ROYALTY PERIOD:
(a) Whether number of LICENSED PRODUCTS manufactured and sold by LICENSEE and all SUBLICENSEES;
(b) total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS sold by LICENSEE and all SUBLICENSEES;
(c) accounting for all LICENSED PROCESSES used or not required sold by LICENSEE and all SUBLICENSEES;
(d) deductions applicable as provided in the SEC’s rules definition for NET SALES in Paragraph 1.6;
(e) any consideration due on additional payments from SUBLICENSEES under Paragraph 3.1(c);
(f) total running royalties due; and
(g) names and regulationsaddresses of all SUBLICENSEES.
4.3 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES to permit identification and segregation of various types where necessary. LICENSEE shall consistently employ, so long as any Notes are outstandingand shall require SUBLICENSEES to consistently employ, the Company system when rendering invoices thereon. On request, LICENSEE shall furnish promptly explain to LSU, or cause its auditors, all details reasonably necessary to be furnished understand such nomenclature system, all additions thereto and changes therein.
4.4 LICENSEE shall keep, and shall require all SUBLICENSEES to Holderskeep, within true and accurate records containing data reasonably required for the time periods (including any extensions thereof) specified in the SEC’s rules computation and regulationsverification of payments due under this Agreement. LICENSEE shall, and it shall require all SUBLICENSEES to:
(1) all quarterly and annual reports that would be required to be filed with open such records for inspection upon reasonable notice during business hours by either LSU auditor(s) or an independent certified accountant selected by LSU, for the SEC on Forms 10-Q and 10-K if purpose of verifying the Company were required to file such reportsamount of payments due; and
(2) retain such records for six (6) years from date of origination. The terms of this Article shall survive any termination of this Agreement. LSU is responsible for all current reports expenses of such inspection, except that would be if any inspection reveals an underpayment greater than five percent (5%) of the amounts due LSU for any ROYALTY PERIOD, then LICENSEE shall pay all expenses of that inspection and the amount of the underpayment and interest to LSU within twenty (20) days of written notice thereof. LICENSEE shall also reimburse LSU for reasonable expenses required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for collect any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECamount underpaid.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Reports. 5.1 Within sixty (a60) Whether days after the close of each Royalty Quarter during the term of this Agreement (including the close of any Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to MICHIGAN all royalties accruing to MICHIGAN during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and Net Sales of Products by LICENSEE and Affiliates, and any other revenues with respect to which payments are due, and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall so report.
5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; LICENSEE and Affiliates shall consistently employ such system when rendering invoices thereon and henceforth agree to inform MICHIGAN, or not its auditors, when requested as to the details [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. concerning such nomenclature system as well as to all additions thereto and changes therein.
5.3 LICENSEE shall keep, and shall require its Affiliates to keep, true and accurate records and books of account containing data reasonably required by for the SEC’s rules computation and regulations, so long as any Notes are outstanding, the Company shall furnish or cause verification of payments to be furnished to Holdersmade as provided by this Agreement, within the time periods (including any extensions thereof) specified in the SEC’s rules which records and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports books shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements open for inspection upon reasonable notice during business hours by the Company’s either MICHIGAN auditor(s) or an independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilitycertified accountant selected by MICHIGAN, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing verifying the SEC not to accept amount of payments due and payable. Said right of inspection will exist for six (6) years from the date of origination of any such filingsrecord, and this requirement and right of inspection shall survive any termination of this Agreement. IfMICHIGAN shall be responsible for all expenses of such inspection, notwithstanding the foregoingexcept that if such inspection reveals an underpayment of royalties to MICHIGAN in excess of ten percent (10%), the SEC will not accept the Company’s filings for any reason, the Company then said inspection shall post the reports referred be at LICENSEE's expense and such underpayment shall become immediately due and payable to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECMICHIGAN.
(b) So long as the Parent Guarantor continues 5.4 The reports provided for hereunder shall be certified by an authorized representative of LICENSEE to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish correct to the Holders best of LICENSEE's knowledge 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 Actinformation.
Appears in 2 contracts
Sources: Research and License Agreement (Megabios Corp), Research and License Agreement (Megabios Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as Company or any Notes are outstandingGuarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and JCC Holding shall furnish file (which filing may be on a consolidated basis) with the SEC (to the extent permitted under the Exchange Act) on or cause prior to be furnished the date they are or would have been required to Holdersfile such with the SEC (the "Required Filing Date"), within the time periods (including any extensions thereof) specified in the SEC’s rules annual and regulations:
(1) all quarterly and annual reports consolidated financial statements substantially equivalent to financial statements that would be required to be have been included in reports filed with the SEC on Forms 10-Q and 10-K if the Company or JCC Holding, as applicable, were required subject to file the requirements of Section 13 or 15(d) of the Exchange Act, including, with respect to annual information only, a report thereon by such reports; and
(2) all current reports that reporting entity's certified independent public accountants as such would be required in such reports to the SEC and, in each case, together with a management's discussion and analysis of financial condition and results of operations which would be filed so required. The Company and JCC Holding shall also include in such reports the anticipated completion date of the Casino and, in the case of quarterly reports, the Contingent Payments made, the Contingent Payment Accrual amount and Consolidated EBITDA with respect to the most recently ended fiscal quarter of the Company, and in the case of annual reports, the audited Contingent Payments made, the audited Contingent Payment Accrual amount and audited Consolidated EBITDA for the most recently ended fiscal year and for each of the Semiannual Periods ending in such fiscal year. The Company and JCC Holding shall also file all other reports and information that they are or would have been required with the SEC on Form 8-K if prior to the Required Filing Date. The Company and JCC Holding will also provide copies of such annual and quarterly reports to the Trustee within 30 days after the Required Filing Date; provided, that the Company were required and JCC Holding shall not be in default of the provisions of this Section 5.8 for any failure to file reports with the SEC solely by refusal by the SEC to accept the same for filing, it being understood that in such reports. All event, such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished delivered to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply as described herein as if the Company were required to file those reports they had been filed with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Sources: Indenture (Jazz Casino Co LLC), Indenture (Jazz Casino Co LLC)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company Affiliate shall furnish or cause to maintain at its own expense a SMS which should be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed fully integrated with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECCAS.
(b) So long as the Parent Guarantor continues With respect to own, directly or indirectly, all each month of the Equity Interests Term, or part thereof, the Affiliate shall mandatorily provide to the Authorized Representative the duly complete and accurate Subscriber Report with respect to each head-end of the CompanyDPO’s Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated Package wise, Channel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the Parent Guarantor may elect Broadcaster through the Authorized Representative from time to prepare and file and furnish the quarterlytime, annual and current reports and consolidated financial statements referred to above in respect within seven (7) days of the Parent Guarantor immediate succeeding month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized Representative, may seek such reports and consolidated financial statements will further / other information as may be deemed reasonably required inter alia to satisfy the obligations monitor affiliate’s compliance with stipulations of the Company under this Section 4.03Agreement. Such information may relate to furnishing of additional city/area wise.
(c) If any Subscriber has opted for more than one connection/STB from Affiliate, all such additional connections/STBs must feature in the Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, Subscribed Channel wise, city/area wise and Affiliate’s shall be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct.
(d) In additioncase the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Company Affiliate shall also provide a report to the Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the Guarantors agree thatavailed Remunerative Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct.
(e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-▇▇-▇▇▇▇▇ rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any of the Subscribed Channel(s), along with the monthly per subscriber rate (excluding taxes) of such bouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, then any/all such change(s) shall be communicated by the Affiliate in writing to the Authorized Representative at least three (3) days before the Affiliate implementing such change.
(f) Affiliate shall maintain throughout the Term and for so long twelve (12) months thereafter (or such longer period as any Notes remain outstanding, at any time they are not required to file the reports required by law) sufficient records to enable the preceding paragraphs with Broadcaster through the Commission, they shall furnish Authorized Representative to verify and ascertain (i) veracity of the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered Subscriber Reports supplied by Affiliate pursuant to Rule 144A(d)(4this Clause, and (ii) under the Securities ActAffiliate’s compliance with its anti- piracy obligations as set out in this Agreement.
Appears in 2 contracts
Sources: Reference Interconnect Offer, Interconnect Agreement
Reports. The Supplier shall provide UNFPA with reports upon request on the volume of orders, and sales per country and information in tracking the progress of each order showing production status, expected delivery (aFOB) Whether date, pre-shipment inspection date, ETD, ETA, ATD and ATA. STOCKS [DELETE IF NOT RELEVANT] The Supplier shall maintain a stock or make other arrangements at its own risk and cost in order to ensure timely delivery. The Supplier shall ensure that products manufactured for specific Purchase Orders are from a continuous manufacturing batch. The Supplier is not to break up orders unless expressly confirmed by UNFPA. Each Purchase Order shall contain individual order instructions. For Stockholding, if applicable, the Supplier shall provide monthly stock reports certifying clear title of UNFPA to the Goods. For Emergency Stockholding or Global Contraceptive Commodity Programme (GCCP), if applicable, the Supplier shall ensure that goods are delivered to freight forwarder within two days of order placement. INSPECTION AND TESTING [DELETE IF NOT RELEVANT] UNFPA may request for a full QA inspection of product samples under this Agreement at the Supplier’s site at any point in time during the course of the Agreement, including any extension period. The Suppliers shall grant UNFPA, or its authorized inspection agent, access to their facilities at all reasonable times to inspect the product samples, warehouses, processes for its internal quality control, quality assurance and packing of the Goods. The Supplier is expected to make available all the product samples, calibrated testing equipment/apparatus accompanied by calibration certificates and the loading materials required by the SEC’s rules Inspector. The Supplier shall provide reasonable assistance to the Inspector for such appraisal, including assistance in installation and regulations, so long as setting up of the product samples for inspection. UNFPA reserves the right to cancel any Notes are outstanding, items under this Agreement which do not pass the Company shall furnish or cause full QA inspection. The Supplier has the responsibility to be furnished take into account the additional quantity of the Goods required by sampling and testing in order to Holders, within ensure that the time periods (including any extensions thereof) specified quantity of the Goods shipped is in accordance to the quantity of Goods stated in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECPurchase Order.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Sources: Long Term Agreement, Long Term Agreement
Reports. (a) Whether or not required As of and following the Effective Time, the Administrator shall provide data and prepare any reports reasonably requested by the SEC’s rules Ceding Company in connection with the Administered Business to enable the Ceding Company to comply with any and regulationsall applicable Laws, so long as including all statutory insurance reporting, tax reporting and SAP and GAAP financial reporting requirements and any Notes are outstandingcurrent or future informational reporting, prior approval or other requirements imposed by any Governmental Entity; provided that, with respect to GAAP reporting, the Administrator shall use commercially reasonable efforts to provide data and reports as requested by the Ceding Company (it being acknowledged and agreed that the Administrator shall furnish have no obligation to determine reserves in accordance with GAAP or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual 47182505.8 16 1006845735v24 prepare GAAP financials). Any reports that would be required to be filed prepared by the Administrator shall be prepared and delivered on a timely basis in order for the Ceding Company to comply with any filing deadlines required by applicable Law or the terms of the Reinsured Policies, and, to the extent applicable but without limiting the foregoing, in accordance with the SEC reporting deadlines set forth on Forms 10-Q and 10-K if the Company were required to file such reports; 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 reportsSchedule 6.1. All such reports shall include such information as may reasonably be prepared in all material respects in accordance with all requested by the Ceding Company. Among other responsibilities and without limiting the generality of the rules foregoing:
(i) The Administrator shall promptly prepare and regulations furnish to the Ceding Company or, at the Ceding Company’s request or as otherwise provided herein, the applicable Governmental Entity, all filings, submissions, reports and related summaries (including statistical summaries), certifications and other information required or requested by any Governmental Entity with respect to such reports. Each annual report on Form 10-K will include a report the Administered Business.
(ii) Within fifteen (15) Business Days after the end of each Accounting Period, the Administrator shall provide to the Ceding Company all statistical information reasonably required by the Ceding Company related to the General Account Reserves, Separate Account Statutory Reserves and Policy Liabilities required to be reported on the Ceding Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) statements, tax returns and other SAP and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements following sentence and the proviso in the first sentence of Section 6.1(a)) GAAP financial reports required by the Ceding Company’s auditors or any Governmental Entity related to the Reinsured Policies. The Administrator shall (i) use commercially reasonable efforts to provide to the Ceding Company data and information required by the Ceding Company in calculating GAAP reserves and in preparing GAAP financial reports, and (ii) within forty (40) days following the end of each calendar year, provide the results of annual asset adequacy analysis performed by the Administrator, using assumptions set by the Ceding Company for the Reinsured Policies and a certification as to the results, including a description of the Exchange Act for method and assumptions, in compliance with then-current statutory guidelines and any reasonapplicable actuarial standards of practice. The Administrator shall also provide any reliance statements necessary to support the Ceding Company’s actuarial opinion, AAT memorandum, or other year-end filings, in compliance with then-current statutory regulations, actuarial guidelines and any applicable actuarial standards of practice. The Administrator shall provide such reports in such form and manner as may reasonably be requested by the Ceding Company.
(iii) No later than the fifteenth (15th) Business Day of each year, the Administrator shall provide to the Ceding Company a certification by the appointed actuary of the Reinsurer as to the General Account Reserves and Separate Account Statutory Reserves reported by the Administrator on behalf of the Reinsurer with respect to the Reinsured Policies. Not later than the fortieth (40th) day following the last day of each calendar year, the Administrator shall provide to the Ceding Company copies of tabular asset adequacy testing results pertaining to the Reinsured Policies.
(iv) The Administrator shall timely provide written notice to the Ceding Company of any material changes in the reserve basis or reserve methodology used in calculating the General Account Reserves and/or the Separate Account Statutory Reserves. 47182505.8 17 1006845735v24
(v) For so long as this Agreement remains in effect, upon reasonable notice, the Administrator shall from time to time use its reasonable best efforts to furnish to the Ceding Company such other reports and information related to the Administered Business as the Ceding Company may reasonably request for regulatory, tax or other reasonable business purposes; provided, that (i) the Ceding Company shall nevertheless continue filing reimburse the reports specified Administrator for the reasonable costs and expenses incurred by the Administrator in the preparation of such reports, and (ii) the Administrator shall not be required to provide any proprietary information pursuant to this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC6.1(a)(v).
(b) So long as On a quarterly basis, (i) the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to Ceding Company shall prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish provide to the Holders Administrator a report containing a summary of any examinations or Actions initiated by a Governmental Entity or other Person with respect to which the Ceding Company has exercised its right to supervise and control the defense thereof in accordance with Section 8.2 or Section 8.6, in a form reasonably satisfactory to securities analysts the Administrator; and prospective investors(ii) the Administrator shall prepare and provide to the Ceding Company a report containing a summary of any pending or threatened in writing examinations or Actions initiated by a Governmental Entity or other Person relating to the Administered Business with respect to which the Ceding Company is controlling the defense thereof, upon their request, in a form reasonably acceptable to the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCeding Company.
Appears in 2 contracts
Sources: Administrative Services Agreement (Prudential Discovery Select Group Variable Contract Account), Administrative Services Agreement (Prudential Discovery Premier Group Variable Contract Account)
Reports. (a) Whether or not required by the SEC’s rules Each of Parent and regulations, so long as any Notes are outstanding, the Company its Subsidiaries and BFTL and its Subsidiaries shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) file all quarterly and annual reports that would be required to be filed by it with Regulatory Authorities between the date of this Agreement and the Effective Time and shall make available to the other Party copies of all such reports promptly after the same are filed. BFTL and its Subsidiaries shall also make available to Parent monthly financial statements and quarterly call reports. The financial statements of Parent and BFTL, whether or not contained in any such reports filed under the Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and cash flows for the periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of Parent filed under the Exchange Act will comply in all material respects with the SEC on Forms 10-Q Securities Laws and 10-K if the Company were required will not contain any untrue statement of a material fact or omit to file such reports; and
(2) all current reports that would be state a material fact required to be filed with stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Any Parent financial statements contained in any reports to any Regulatory Authority other than the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations Laws applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the As of their respective dates, such reports referred to in clauses (1) and (2) above are of BFTL filed with the SEC for public availability, the reports will any Regulatory Authority shall be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified prepared in this Section 4.03(a) accordance with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not Laws applicable to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed not contain any untrue statement of a material fact or omit to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information state a material fact required to be delivered pursuant stated therein or necessary in order to Rule 144A(d)(4) make the statements therein, in light of the circumstances under the Securities Actwhich they were made, not misleading.
Appears in 2 contracts
Sources: Merger Agreement (First National Corp /Va/), Merger Agreement (First National Corp /Va/)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsregulations (together with extensions granted by the SEC) for a filer that is a “non-accelerated” filer plus five Business Days:
(1) all substantially the same quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and
(2) all substantially the same 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. Notwithstanding the foregoing, the requirement to furnish (or cause the Trustee to furnish) current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer contemplated by the Registration Rights Agreement or the effectiveness of a Shelf Registration Statement if the information that would have been contained in such reports is included in the registration statement relating to the Exchange Offer and/or the Shelf Registration Statement or other registration statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To In addition, following the extent consummation of the Exchange Offer, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, availability within the time periods specified in the rules and regulations applicable to such reports for a person that is a “non-accelerated filer” (unless the SEC will not accept such a filing) and will post the reports will be deemed to be furnished to the Trustee and Holders of Noteson its website within those time periods. If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in the preceding paragraphs of this Section 4.03(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECSEC for a person that is a “non-accelerated filer.”
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by the paragraphs contained in subsection (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the event that (1) the rules and regulations of the SEC permit the Company and any direct or indirect parent entity of the Guarantors agree thatCompany to report at such entity’s level on a consolidated basis, for (2) such direct or indirect parent entity is not engaged in any business other than the Permitted Business of the Company and (3) such direct or indirect parent entity’s consolidated capitalization (including cash and cash equivalents) does not differ materially from that of the Company’s and its Subsidiaries’ on a consolidated basis, the information and reports required by this covenant may be those of such parent entity on a consolidated basis; provided that such information and reports distinguish in all material respects between the Company and its Subsidiaries and such direct or indirect parent entity and its other subsidiaries, if any.
(d) For so long as any Notes remain outstanding, if at any time they are the Company is not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with the Commission, they shall Company 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.
(e) Delivery of any such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Reports. COMPANY shall provide to LICENSOR the following written reports, which reports shall be Confidential Information of COMPANY, according to the following schedules.
(a) Whether or not required by COMPANY shall provide calendar quarterly royalty reports, substantially in the SEC’s rules format of Exhibit C and regulations, so long as any Notes are outstandingdue within thirty (30) days of the end of each calendar quarter following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT. Royalty Reports shall disclose the amount of LICENSED PRODUCT(S) sold, the Company shall furnish or cause total NET SALES of such LICENSED PRODUCT(S), and the running royalties due to be furnished to HoldersLICENSOR as a result of NET SALES by COMPANY, within the time periods (including any extensions AFFILIATED COMPANIES and SUBLICENSEE(S) thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all Payment of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company royalties due shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECaccompany such Royalty Reports.
(b) So long Until such time as the Parent Guarantor continues to ownCOMPANY, directly an AFFILIATED COMPANY or indirectlya SUBLICENSEE(S) has achieved a FIRST COMMERCIAL SALE of a LICENSED PRODUCT, all or received FDA market approval, COMPANY shall provide annual diligence reports, due within thirty (30) days of the Equity Interests end of every December following the CompanyEFFECTIVE DATE of this Agreement. These diligence reports shall describe COMPANY’s, AFFILIATED COMPANY’s or any SUBLICENSEE(S)’s technical efforts towards meeting its obligations under the Parent Guarantor may elect terms of this Agreement, particularly its progress toward achieving the developmental milestones set forth in Exhibit B and shall explain any delays experienced in achieving such milestones relative to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above projected dates for achievement set forth in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.Exhibit B.
(c) In additionCOMPANY shall further provide in conjunction with the annual report due in January pursuant to 5.1(b) or the quarterly royalty report due in the last calendar quarter of each calendar year pursuant to Paragraph 5.1(a), the Company following information:
(i) evidence of insurance as required under Paragraph 10.4, or, a statement of why such insurance is not currently required; and
(ii) identification of all AFFILIATED COMPANIES which have exercised rights pursuant to Paragraph 2.1, or, a statement that no AFFILIATED COMPANY has exercised such rights;
(iii) identification of (A) all SUBLICENSEE(S) with which COMPANY has entered into an agreement pursuant to the terms of Paragraph 2.2 and all (B) sublicensee(s) of such SUBLICENSEE(S) with which such SUBLICENSEE(S) have entered into agreements pursuant to the terms of Paragraph 2.2, in each case since the previous annual report; and
(iv) notice of all FDA approvals of any LICENSED PRODUCT(S) obtained by COMPANY, AFFILIATED COMPANY or SUBLICENSEE, the patent(s) or patent application(s) licensed under this Agreement upon which such product or service is based, and the Guarantors agree thatcommercial name of such product or service, for so long as any Notes remain outstandingor, at any time they are not required to file in the reports required by the preceding paragraphs with the Commissionalternative, they shall furnish to the 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 Acta statement that no FDA approvals have been obtained.
Appears in 2 contracts
Sources: Exclusive License Agreement (Blue Water Vaccines Inc.), Exclusive License Agreement (Blue Water Vaccines Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes of a Series are outstanding, the Company shall furnish to Holders of such Series or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes of such Series, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To In addition, the extent Company shall file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports will shall be deemed to be furnished to the Trustee and Holders of Notes. If The Trustee shall not be responsible for determining whether such filings have been made. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes of a Series remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the CommissionSEC, they shall furnish to the Holders of such Series 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.
(c) Delivery of the reports and documents described above to the Trustee is for informational purposes 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).
Appears in 2 contracts
Sources: Supplemental Indenture (NRG Energy, Inc.), Supplemental Indenture (NRG Energy, Inc.)
Reports. (a) Whether DIMAC Holdings shall file with the Trustee copies of the reports, information and other documents (or not required copies of such portions of any of the foregoing as the Commission may by the SEC’s rules and regulationsregulations prescribe) that DIMAC Holdings is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, so long within 15 days after filing such reports, information and other documents with the Commission. If DIMAC Holdings is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, DIMAC Holdings shall file with the Trustee all such reports, information and other documents as any Notes are outstanding, it would be required to file if it were subject to the Company shall furnish requirements of Section 13 or cause to be furnished to Holders15(d) of the Exchange Act, within the period applicable to such report, information or other document pursuant to the Exchange Act. From and after the time periods DIMAC Holdings files a registration statement with the Commission with respect to the Notes, DIMAC Holdings shall file such information with the Commission; PROVIDED, that DIMAC Holdings shall not be in default of the provisions of this Section 4.3 for any failure to file reports with the Commission solely by refusal by the Commission to accept the same for filing. DIMAC Holdings shall deliver (including any extensions thereofor cause the Trustee to deliver) specified in the SEC’s rules copies of all reports, information and regulations:
(1) all quarterly and annual reports that would be documents required to be filed with the SEC on Forms 10-Q and 10-K if Trustee pursuant to this Section 4.3 to the Company were Holders at their addresses appearing in the register of Notes maintained by the Registrar. DIMAC Holdings shall also comply with the provisions of TIA Section 314(a).
(b) If DIMAC Holdings is required to file such reports; and
(2) all furnish annual, quarterly or current reports that would be required to its stockholders pursuant to the Exchange Act, DIMAC Holdings shall cause any annual, quarterly, current or other financial report furnished by it generally to its stockholders to be filed with the SEC on Form 8-K if Trustee and mailed to the Company were Holders by DIMAC Holdings at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after such reports are furnished to stockholders. If DIMAC Holdings is not required to file such reports. All such furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act, DIMAC Holdings shall be prepared in all material respects in accordance with all of cause the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements of DIMAC Holdings and its consolidated Subsidiaries, including any notes thereto (and, with respect to annual reports, an auditors' report by the Company’s independent registered public an accounting firm. To the extent the firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to that which would have been required to appear in annual or quarterly reports referred to in clauses (1filed under Section 13 or 15(d) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) to be so filed with the SEC Trustee and mailed to the Holders by DIMAC Holdings promptly, but in any event, within 105 days after the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose end of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all each of the Equity Interests fiscal years of DIMAC Holdings and within 60 days after the end of each of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect first three quarters of the Parent Guarantor and each such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03fiscal year.
(c) In addition, the Company and the Guarantors agree that, for so So long as any is required for an offer or sale of the Notes remain outstandingto qualify for an exemption under Rule 144A, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investorsDIMAC Holdings shall, upon their request, provide the information required by clause (d)(4) thereunder to be delivered pursuant each Holder and to Rule 144A(d)(4) under the Securities Acteach beneficial owner and prospective purchaser of Notes identified by any Holder of Restricted Securities.
Appears in 2 contracts
Sources: Indenture (Dimac Holdings Inc), Securities Purchase Agreement (DMW Worldwide Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as the Securities of any Notes Series are outstanding, Parent will file a copy of each of the Company shall furnish or cause reports referred to be furnished in clauses (1) and (2) below with the SEC for public availability and, subject to Holdersparagraph (c) below, provide a copy to the Trustee within the time periods (including any extensions thereofall applicable extension periods) specified in the SEC’s SEC rules and regulations:regulations applicable to such reports (unless the SEC will not accept such a filing):
(1) all quarterly and annual financial reports that would be required to be filed contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such reports, 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 its 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyParent’s consolidated financial statements by the CompanyParent’s certified independent registered public accounting firmaccountants. To the extent the reports referred to in clauses (1) and (2) above are filed The Company will at all times comply with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of NotesTIA §314(a). If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Parent’s or the Company’s filings for any reason, Parent or the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. or on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ within the time periods that would apply if the Company Parent were required to file those reports with the SECSEC (including all applicable extension periods).
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain Series of Securities remains outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.02, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(c) The availability of the foregoing reports on the SEC’s ▇▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and the Holders.
(d) Delivery of such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Sources: Indenture (Metropcs Communications Inc), Indenture (MetroPCS Finance, Inc.)
Reports. (a) Whether or not required by Within ten (10) days following the SECfinal business day of each month, Manager will submit to Owner’s rules and regulationsAgent a report showing Revenues for the previous month, so long as any Notes are outstandingOperating Expenses for the previous month, the Company estimated Management Fee due to Manager for the previous month, and the estimated Net Distribution to Owner due with respect to the previous month, calculated separately for each Pool of Containers and Original Containers then covered under this Agreement and/or the Initial Management Agreement. The report required hereunder shall furnish or cause precede the monthly remittance from Manager to be furnished to HoldersOwner contemplated under Section 9(b) of this Agreement, within and the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports figures contained therein shall be prepared in all material respects in accordance with all of the rules and regulations applicable subject to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished adjustment pursuant to the Trustee and Holders quarterly adjustment provisions of Notes. If the Company is no longer subject to the periodic reporting requirements subsection 9(b) of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECAgreement.
(b) So long Not later than forty-five (45) days after the end of every calendar quarter, Manager will furnish to Owner’s Agent at Manager’s expense, a reconciliation of all the calculations included under Section 4(b), Section 7, and Section 9 with respect to accounts receivable and accounts payable balances at quarter-end for all Containers, and an unaudited statement of operations and operating statistics relative to Manager’s compliance with Section 4(b)(i), all in form acceptable to Owner, said statement of operations and operating statistics to be with respect to the Containers and also with respect to all containers in Manager’s Fleet of the same Container Types as the Parent Guarantor continues to ownContainers, directly or indirectly, for such period and for all of the Equity Interests of preceding quarterly periods in the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements calendar year. The aforesaid reconciliations will be deemed to satisfy the obligations provided both on separate basis for each Pool of the Company Containers and Original Containers then covered under this Section 4.03Agreement and/or the Initial Management Agreement and on an aggregated basis for all Pools of Containers and Original Containers then covered under this Agreement and/or the Initial Management Agreement.
(c) In additionNot later than ninety (90) days after the close of each calendar year, Manager will deliver to Owner’s Agent a report prepared by a firm of independent certified public accountants as to their review (which review will not constitute, and is not intended to be the Company equivalent of, an audit of the operations of Manager’s Fleet), prepared (at the expense of Owner) with respect to accounts receivable and accounts payable balances at year-end for all Containers, of the operations of the Containers and the Guarantors agree thatcorrectness of the computations made by Manager pursuant to Section 4(b), Section 7, and Section 9 for so long the immediately preceding calendar year and the conformity of the procedures followed by Manager in connection with such computations to the obligations and duties of Manager under this Agreement.
(d) Owner shall have the reasonable right to approve the selection of the firm of independent certified public accountants that prepare the review described in Section 11(c) above. The current firm used by Manager is KPMG Peat Marwick which Owner hereby approves. Further, if Owner wishes to have an audit instead of a review, Owner shall pay the incremental cost thereof, and Manager shall cooperate fully in said audit.
(e) If Owner should utilize the Containers as any Notes remain outstandingcollateral for a Debt Financing, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall Manager will furnish to the Holders Owner’s lender(s), if so requested by Owner, and to securities analysts Owner and prospective investorsOwner’s Agent on a monthly basis, upon their request, the such other information required as Manager generally provides to be delivered pursuant to Rule 144A(d)(4) under the Securities Actowners of containers managed by it.
Appears in 2 contracts
Sources: Management Agreement (CAI International, Inc.), Management Agreement (CAI International, Inc.)
Reports. (a) Whether Subject to the last paragraph of this section, whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) regulations all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K pursuant to Sections 13(a) or 15(d) or any successor provision thereto if the Company were required to file such reports; andsubject thereto.
(2b) 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyParent’s consolidated financial statements by the CompanyParent’s certified independent registered public accounting firmaccountants. To In addition, the extent Parent will file a copy of each of the reports referred to in clauses (1) and (2) the paragraph above are filed with the SEC for public availabilityavailability 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. The Company will at all times comply with TIA §314(a).
(c) If, at any time, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Parent is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Parent will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Parent and the Company agrees that it shall 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 CompanyParent’s filings for any reason, the Company shall Parent will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(bd) So long as If the Parent Guarantor continues to ownor the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, directly or indirectlythen the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, all either on the face of the Equity Interests financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Companyfinancial condition and results of operations of the Parent, the Parent Guarantor may elect to prepare Company and file their Restricted Subsidiaries separate from the financial condition and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect results of operations of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations Unrestricted Subsidiaries of the Company under this Section 4.03Parent.
(ce) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are the Parent is not required to file with the SEC the reports required by the preceding paragraphs with the Commissionparagraphs, they shall 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.
Appears in 2 contracts
Sources: Indenture (Angiotech America, Inc.), Indenture (Angiotech Pharmaceuticals Inc)
Reports. (a) Whether or AGENCY will generate a written report of the investigation in a timely manner at the completion of the investigation given the CLIENT’s account is not required in arrears. Every reasonable effort will be made to insure that the quality of the information will be accurate. However, AGENCY will not be responsible for information contained within database reports which AGENCY has no control over the content. Reports may also include photographs and video tape. CLIENT understands that surveillance tapes and pictures are by the SEC’s rules their nature NOT television studio-type productions and regulationsare often taken from long distance, so long from unusual locations and during extreme weather conditions and as any Notes are outstandingsuch, the Company shall furnish quality can be variable. AGENCY will proceed with due diligence to obtain quality video and/or pictures that can be obtained given the circumstances without placing the investigator in any physical harm, unsafe position, or cause violating privacy statues. Therefore, CLIENT understands that AGENCY fees are not contingent upon the acquisition of any photos or video. No "Audio" recordings will be made relative to surveillance tapes. Original videotapes and/or negatives will not be furnished released to HoldersCLIENT, within but will remain the property of AGENCY until such time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be as required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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 reportssurrendered in court as evidence. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action Copies for the purpose of causing the SEC not to accept any such filingsCLIENT's review will be made at the CLIENT's request and expense. If, notwithstanding the foregoing, the SEC Original notes or documents considered “work product” will not accept be released and remain the Companyproperty of AGENCY. Only the written final report is released to the CLIENT. AGENCY RESERVES THE RIGHT TO WITHHOLD ANY AND ALL REPORTS AND/OR EVIDENCE PENDING PAYMENT IN FULL AND BANK CLEARANCE THEREOF. Original videotapes and/or negatives will not be released to CLIENT, but will remain the property of AGENCY until such time as surrendered in court as evidence. Copies for the purpose of the CLIENT’s filings review will be made at the CLIENT’s request and expense. Database search reports are performed strictly by the information provided on the subject by the CLIENT. Any error in spelling, format or sequence of letters, words or numbers can result in wrong information on the subject. Data is supplied from different private sources, computer systems, public information facilities, government open record institutions and might also contain confidential source information. All attempts are made to maintain the integrity of this data. AGENCY cannot be held liable for inaccuracies contained in public record information or databases accessed. Furthermore, information has been gathered from sources and individuals deemed reliable by AGENCY; however, no guarantee, warranty, or other representation is made as to the accuracy of information received from third parties, or its suitability for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, particular purpose. If the information required to reported is not “Original Source” information, it is strongly recommended that any information gathered be delivered pursuant to Rule 144A(d)(4) under the Securities Actcross-referenced with “Original Source” information.
Appears in 2 contracts
Sources: Investigative Services Retainer Agreement, Investigative Services Retainer Agreement
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish or cause to be furnished to Holdersthe Holders of Notes and the Trustee, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 20-F and 40-F (or Forms 10-Q K and 10-K Q) if the Company were required to file such reports, 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 6-K (or Form 8-K K) if the Company were required to file such reports. Notwithstanding the foregoing, the requirement to furnish current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of a Shelf Registration Statement contemplated by the Registration Rights Agreement if the information that would have been contained in such reports is included in the Exchange Offer Registration Statement relating to the Exchange Offer and/or the Shelf Registration Statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 40-F (or Form 10-K K) will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firm. To accountants; provided that, in the event ▇▇▇▇▇▇▇ Corp. and its Subsidiaries that are required to do so under this Indenture continue to provide Note Guarantees but are no longer included in the Company’s consolidated financial statements, to the extent permitted by the SEC and the Company’s certified independent accountants, each such annual report will also include a report on the Company’s combined financial statements (including ▇▇▇▇▇▇▇ Corp. and its consolidated Subsidiaries) by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, 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. The Company will be deemed to be furnished to at all times comply with TIA § 314(a). If, at any time after consummation of the Trustee and Holders of Notes. If Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraph on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Issuer and the Commission, they shall Guarantors will furnish to the 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.
Appears in 2 contracts
Sources: Indenture (AbitibiBowater Inc.), Indenture (AbitibiBowater Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall Parent will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes (or file with the SEC for public availability), within no later than thirty days after the expiration of the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such reports, 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 Parent’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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K In addition, the Parent will include file a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified above (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any time, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Parent is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Parent will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall Parent 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 CompanyParent’s filings for any reason, the Company shall Parent will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above specified in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(b) If the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of 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 Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(d) Notwithstanding the foregoing, the Parent shall be deemed to have furnished the reports required by paragraphs (a) and (b) of this Section 4.03 to the Trustee and the Holders on the date the Parent files such reports with the SEC via the E▇▇▇▇ filing system (or any successor thereto) and such reports become publicly available.
Appears in 2 contracts
Sources: Indenture (FirstCash Holdings, Inc.), Indenture (FirstCash Holdings, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes (or cause to be furnished to Holdersfile with the SEC for public availability), within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1i) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, 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
(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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K In addition, the Company will include file a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent copy of each of the reports referred to in clauses (1i) and (2ii) above are filed with the SEC for public availability, 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. The Company will be deemed to be furnished to the Trustee and Holders of Notesat all times comply with TIA §314(a). If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(d) Delivery of such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Sources: Indenture (Ion Geophysical Corp), Indenture (Ion Geophysical Corp)
Reports. (a) Whether or not required by the SECCommission’s rules and regulations, so long as any Notes are outstanding, the Company shall Issuers will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SECCommission’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s Issuers’ consolidated financial statements by the Company’s Issuers’ certified independent registered public accounting firmaccountants. To In addition, the extent Issuers will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC Commission for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuers will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC Commission within the time periods specified above unless the SEC Commission will not accept such a filing. The Company agrees Issuers agree that it shall they will not take any action for the purpose of causing the SEC Commission not to accept any such filings. If, notwithstanding the foregoing, the SEC Commission will not accept the Company’s Issuers’ filings for any reason, the Company shall Issuers will post the reports referred to in this Section 4.03(a) the preceding paragraph on the Suburban Propane’s website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuers were required to file those reports with the SECCommission.
(b) So long If Suburban Propane has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by Section 10.03(a) will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company, financial condition and results of operations of Suburban Propane and its Restricted Subsidiaries separate from the Parent Guarantor may elect to prepare financial condition and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect results of operations of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations Unrestricted Subsidiaries of the Company under this Section 4.03Suburban Propane.
(c) In addition, the Company and the Guarantors agree that, for For so long as any Notes remain outstanding, at any time they are Suburban Propane is not required to file the reports required by the preceding paragraphs this Section 10.03 with the Commission, they shall it will furnish to the 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.
Appears in 2 contracts
Sources: First Supplemental Indenture (Suburban Propane Partners Lp), First Supplemental Indenture (Suburban Propane Partners Lp)
Reports. ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS
9.01 Prior to signing this AGREEMENT, LICENSEE has provided to PHS the COMMERCIAL DEVELOPMENT PLAN at Appendix F, under which LICENSEE intends to bring the subject matter of the LICENSED PATENT RIGHTS to the point of PRACTICAL APPLICATION. This COMMERCIAL DEVELOPMENT PLAN is hereby incorporated by reference into this AGREEMENT Based on this plan, performance BENCHMARKS are determined as specified in Appendix E.
9.02 LICENSEE shall provide written annual reports on its product development progress or efforts to commercialize under the COMMERCIAL DEVELOPMENT PLAN for each of the LICENSED FIELDS OF USE within sixty (a60) Whether or days after December 31 of each calendar year. These progress reports shall include, but not be limited to: progress on research and development, status of applications for regulatory approvals, manufacturing, marketing, importing, and sales during the preceding calendar year, as well as plans for the present calendar year. PHS also encourages these reports to include information on any of LICENSEE's public service activities that relate to the LICENSED PATENT RIGHTS. If reported progress differs from that projected in the COMMERCIAL DEVELOPMENT PLAN and BENCHMARKS, LICENSEE shall explain the reasons for such differences. In any such annual report, LICENSEE may propose amendments to the COMMERCIAL DEVELOPMENT PLAN, acceptance of which by PHS may not be denied unreasonably. LICENSEE agrees to provide any additional information reasonably required by PHS to evaluate LICENSEE's performance under this AGREEMENT. LICENSEE may amend the SEC’s rules and regulations, so long as BENCHMARKS at any Notes are outstanding, the Company time upon written consent by PHS. PHS shall furnish or cause not unreasonably withhold approval of any request of LICENSEE to be furnished to Holders, within extend the time periods (including any extensions thereof) of this schedule if such request is supported by a reasonable showing by LICENSEE of diligence in its performance under the COMMERCIAL DEVELOPMENT PLAN and toward bringing the LICENSED PRODUCTS to the point of PRACTICAL APPLICATION.
9.03 LICENSEE shall report to PHS the dates for achieving BENCHMARKS specified in Appendix E and the SEC’s rules FIRST COMMERCIAL SALE in each country in the LICENSED TERRITORY within thirty (30) days of such occurrences.
9.04 Beginning after the first commercial sale, LICENSEE shall submit to PHS within sixty (60) days after each calendar half-year ending June 30 and regulations:December 31 a royalty report setting forth for the preceding half-year period the amount of the LICENSED PRODUCTS sold or LICENSED PROCESSES practiced by or on behalf of LICENSEE in each country within the LICENSED TERRITORY, the NET SALES, and the amount of royalty accordingly due. With each such royalty report, LICENSEE shall submit payment of the earned royalties due. If no earned royalties are due to PHS for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of LICENSEE and shall include a detailed listing of all deductions made under Paragraph 2.10 to determine NET SALES made under Article 6 to determine royalties due.
(1) all quarterly and annual reports 9.05 Royalties due under Article 6 shall be paid in U.S. dollars. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York foreign exchange rate quoted in The Wall Street Journal on the day that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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 reportspayment is due. All such reports checks and bank drafts shall be prepared drawn on United States banks and shall be payable, as appropriate, to "NIH/Patent Licensing." All such payments shall be sent to the following address: NIH, ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. Any loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by LICENSEE. The royalty report required by Paragraph 9.04 of this AGREEMENT shall accompany each such payment, and a copy of such report shall also be mailed to PHS at its address for notices indicated on the Signature Page of this AGREEMENT.
9.06 LICENSEE shall be solely responsible for determining if any tax on royalty income is owed by LICENSEE outside the United States and shall pay any such tax and be responsible for all material respects filings with appropriate agencies of foreign governments. Any foreign tax credits received relative to such payments are for the account of LICENSEE.
9.07 Interest and penalties may be assessed by PHS on any overdue payments in accordance with all the Federal Debt Collection Act. The payment of such late charges shall not prevent PHS from exercising any other rights it may have as a consequence of the rules lateness of any payment.
9.08 All plans and regulations applicable reports required by this Article 9 and marked "confidential" by LICENSEE shall, to the extent permitted by law, be treated by PHS as commercial and financial information obtained from a person and as privileged and confidential, and any proposed disclosure of such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements records by the Company’s independent registered public accounting firm. To PHS under the extent the reports referred to in clauses Freedom of Information Act (1) and (2) above are filed with the SEC for public availabilityFOIA), the reports will 5 U.S.C. Section 552 shall be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting predisclosure notification requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this 45 CFR Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC5.65(d).
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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.
Appears in 2 contracts
Sources: Patent License Agreement (Inhibitex Inc), Patent License Agreement (Inhibitex Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, Parent will file a copy of each of the Company shall furnish or cause reports referred to be furnished to Holders, in clauses (1) and (2) below with the SEC for public availability within the time periods (including any extensions thereofall applicable extension periods) specified in the SEC’s SEC rules and regulations:regulations applicable to such reports (unless the SEC will not accept such a filing):
(1) all quarterly and annual financial reports that would be required to be filed contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such reports, 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 its certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if Parent or the Company were required to file such reports; provided that the availability of the foregoing reports on the SEC’s ▇▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and any Holder. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, if neither Parent nor the Company is required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is also included in the offering memorandum dated March 8, 2013. Each annual report on Form 10-K will include a report on the CompanyParent’s consolidated financial statements by Parent’s certified independent accountants. The Company will at all times comply with TIA §314(a). If the SEC will not accept Parent’s or the Company’s independent registered public accounting firm. To filings for any reason, Parent or the extent Company will post the reports referred to in the preceding paragraphs on its website, on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or another website within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods).
(b) If (i) the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries or (ii) the combined operations of Parent and its Subsidiaries, excluding the operations of the Company and its Restricted Subsidiaries and excluding cash and Cash Equivalents, would, if held by a single Unrestricted Subsidiary of the Company, constitute a Significant Subsidiary of the Company, then the quarterly and annual financial information required by paragraph (a) of 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 (A) in the case of (i) above, the financial condition and results of operations of Parent, HoldCo, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company and (B) in the case of (ii) above, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of Parent and its other Subsidiaries; provided however, that the requirements of this paragraph shall not apply if Parent or the Company files with the SEC the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept hereof, and any such filings. If, notwithstanding report contains the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to information required in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03paragraph.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(d) Delivery of such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Sources: First Supplemental Indenture (Metropcs Communications Inc), Second Supplemental Indenture (Metropcs Communications Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports financial information that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To In addition, following the extent consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). If, at any time after consummation of the reports will be deemed to be furnished to Exchange Offer contemplated by the Trustee and Holders of Notes. If Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries constitute a Significant Subsidiary, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 paragraphs (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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. Delivery of such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee shall be entitled to rely exclusively on Officers’ Certificates).
Appears in 2 contracts
Sources: Indenture (Innophos, Inc.), Indenture (Innophos Investment Holdings, Inc.)
Reports. 6.14.1 The Contractor shall prepare and submit to the Authority periodic reports for each Site (aincluding the Annual Reconciliation Reports) Whether showing the amounts of expenditure expended and/or accrued against each Funding Limit in accordance with Clause 4.1 (Reporting and Reviewing).
6.14.2 Following the end of each Contract Year and within ninety (90) Calendar Days of its receipt of the Contractor’s Annual Reconciliation Reports, the Authority shall notify the Contractor that it either agrees the Annual Reconciliation Reports or not that it requires the Contractor to amend and re-submit them (indicating those reports and sections therein which it requires to be amended). Within thirty (30) Calendar Days of such notification from the Authority, the Contractor shall either submit revised Annual Reconciliation Reports incorporating all amendments required by the SECAuthority (and the Authority shall notify the Contractor of its agreement to the revised Annual Reconciliation Reports within a further thirty (30) Calendar Day period) or notify the Authority that it does not accept any one or more of the amendments requested by the Authority (identifying the relevant amendments). In the event that the Contractor does not accept any or all of the Authority’s rules and regulations, so long as any Notes are outstandingrequested amendments, the Company Parties shall furnish or cause consult each other with a view to be furnished agreeing revised Annual Reconciliation Reports but if they cannot agree the final form Annual Reconciliation Reports within fourteen (14) Calendar Days of first notification by the Contractor to Holdersthe Authority that it does not accept all of the Authority’s amendments, within the time periods (including any extensions thereof) specified in matter shall he resolved, and the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects final form Annual Reconciliation Reports determined, in accordance with all the Dispute Management Schedule.
6.14.3 The amount of expenditure and accruals reported against each Funding Limit shall be reduced by the amount of Category II Revenue reported against the relevant Funding Limit. The Contractor shall report Category II Revenue.
6.14.4 Within fourteen (14) Calendar Days of the rules and regulations applicable agreement or determination of the Agreed Reconciliation Reports pursuant to such reports. Each annual report on Form 10-K Clause 6.14.2 above, the Authority shall determine whether or not the Contractor has complied with Clause 6.13.1 (Funding Limits) and, if the Contractor has not complied with Clause 6.13.1 (Funding Limits), the Authority will include serve a report Demand on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above Contractor in respect of sums paid by the Parent Guarantor and such reports and consolidated financial statements will Authority as Allowable Costs which pursuant the procedures in this clause 6.14 are agreed or determined to be deemed to satisfy the obligations of the Company under this Section 4.03Disallowable Costs.
(c) In addition, the Company and the Guarantors agree that, for so long as 6.14.5 The Contractor shall provide any Notes remain outstanding, at any time they are not required to file the reports required information reasonably requested by the preceding paragraphs Authority that enables the Authority to comply with the Commission, they shall furnish its State Aid reporting obligations to the Holders Department of Trade 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 ActIndustry.
Appears in 1 contract
Sources: Site Management and Operations Contract (EnergySolutions, Inc.)
Reports. (a) Whether or not required by the SECCommission’s rules and regulations, so long as any of the Notes are remain outstanding, the Company Parent shall file with the Trustee and furnish to the Holders (or cause promptly provide notice thereof to be furnished the Trustee and to Holders, the Holders in case of documents described below that are publicly available) within the time periods (including any extensions thereof) specified in the SECCommission’s rules and regulations:
(1i) all quarterly and annual reports that would be required to be filed with the SEC Commission on Forms 10-QSB and 10-KSB if the Parent were required to file such reports (or Forms 10-Q and 10-K if the Company were required is not eligible to file such reportsForms 10-QSB or 10-KSB, as the case may be); and
(2ii) 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations of the Commission applicable to such reports. Each annual report on Form 10-K will KSB (or 10-K, as the case may be) shall include a report on the CompanyParent’s consolidated financial statements by a firm of independent certified accountants. Delivery of such reports, information and documents 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, including the Parent’s and the Company’s independent registered public accounting firm. To the extent the reports referred compliance with any of its covenants hereunder (as to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to which the Trustee and Holders of Notes. If the Company is no longer subject shall be entitled to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) rely exclusively on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECOfficers’ Certificates).
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all any of the Equity Interests of the CompanyNotes remains outstanding, the Parent Guarantor may elect will provide to prepare the Trustee (i) within 90 days after the close of each fiscal year of the Parent, an Officers’ Certificate stating the Leverage Ratio and file Fixed Charge Coverage Ratio with respect to the four most recent quarterly periods and furnish showing in reasonable detail the quarterlycalculation of each of such ratios, annual including the arithmetic computations of each component of each of such ratios; and current reports (ii) as soon as possible and consolidated financial statements referred to above in respect any event within 14 days after an Officer of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations becomes aware of the Company under this Section 4.03occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action that the Parent proposes to take with respect thereto.
(c) In addition, the Company and the Guarantors agree that, for so For as long as any Notes remain outstandingare “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, at during any time they are not required period in which the Parent is neither subject to file Section 13 or 15(d) of the reports required by Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the preceding paragraphs with the Commission, they Parent shall furnish supply (i) to the Holders and to securities analysts and prospective investors, any holder or beneficial owner of a Note or (ii) upon their requestrequest to a prospective purchaser of a Note or beneficial interest therein designated by such holder or owner, the information required to be delivered pursuant to specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act.
Appears in 1 contract
Sources: Indenture (Hi-Tech Wealth Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so So long as any Notes are outstanding, if the Company shall Guarantor is subject to the periodic reporting requirements of the Exchange Act, the Guarantor will furnish or cause to be furnished to Holdersthe Trustee, within 15 days after it files the time periods (including any extensions thereof) specified in same with the SEC’s rules , copies of the annual reports and regulations:
of the information, documents and other reports that it is required to file with the SEC pursuant to Section 13 and Section 15(d) of the Exchange Act, which includes: (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reportsK; and
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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. K. Each annual report on Form 10-K will shall include a report on the CompanyGuarantor’s consolidated financial statements by the CompanyGuarantor’s certified independent registered public accounting firmaccountants. To In addition, the extent Guarantor will post a copy of each of the reports referred to in clauses (1) and (2) above are filed on its website for public availability after it files the same with the SEC for public availabilitySEC. If, at any time, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Guarantor is no longer subject to the periodic reporting requirements of the Exchange Act referred to above for any reason, the Company Guarantor shall nevertheless continue filing to prepare financial statements substantially similar to those which would have been required to be included in each of the reports specified in this Section 4.03(aclause (1) above had the Guarantor been subject to such Exchange Act reporting requirements (with all such financial statements prepared in accordance with Regulation S-X promulgated by the SEC within and all such annual financial statements including a report thereon from the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action Guarantor’s independent registered public accounting firm) and post copies thereof to its website for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. public availability within the time periods that would apply have been applicable to filing such reports with the SEC in the rules and regulations applicable to such reports if the Company were Guarantor had been required to file those reports with the SEC.
(b) So long as ; provided, however, that if the Parent Guarantor continues is no longer subject to own, directly or indirectly, all the periodic reporting requirements of the Equity Interests Exchange Act, the Guarantor shall not be required to comply with Section 302 or Section 404 of the Company▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the Parent Guarantor may elect SEC, or Item 10(e) of Regulation S-K (with respect to prepare and file and furnish the quarterly, annual and current reports and consolidated any non-GAAP financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) measures contained therein). In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they Guarantor shall furnish (or cause the Trustee to furnish) to the Holders and to securities analysts and holders of 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.
Appears in 1 contract
Sources: First Supplemental Indenture (MF Global Finance North America Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes (or file with the SEC for public availability), within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, 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 availability of the foregoing reports on the SEC’s ▇▇▇▇▇ filing system will be deemed to satisfy the foregoing delivery requirements. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K The Company will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firmat all times comply with TIA §314(a). To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityIf, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC. For the avoidance of doubt, such reports will not be required to contain any information or item not applicable to an emerging growth company (as defined in the Jumpstart Our Business Startups Act) for so long as the Company qualifies as such.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues quarterly and annual financial information required by Section 4.03(a) will include, to ownthe extent material, directly or indirectlya reasonably detailed presentation, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any report required by this covenant shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon filing or posting such report as contemplated by this covenant (but without regard to the date on which such report is so filed or posted); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if the principal of, premium, if any, on, and interest and Special Interest, if any, on the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs have been accelerated in accordance with the Commission, they shall terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(d) The Company will furnish to the Holders and Beneficial Owners of the Notes and to the securities analysts analysts, broker dealers and prospective investors, 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.
Appears in 1 contract
Sources: Indenture (RSP Permian, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will (i) (A) furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes and (B) post to the Company’s website or (ii) file with the SEC, transmit to the Trustee an electronic or paper copy of and post to the Company’s website, in each case, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsregulations if the rules and regulations of the SEC were applicable to the Company:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; provided, however, that the Company’s annual report on Form 10-K for the year ended December 31, 2005 may be so furnished, filed, transmitted or posted, as the case may be, at any time on or prior to April 30, 2006; 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 availability of the foregoing materials on the SEC’s ▇▇▇▇▇ database shall be deemed to satisfy the Company’s reporting obligation. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To Notwithstanding the foregoing, such reports will not include the consolidated financial statements of TPG and its subsidiaries (the “TPG Financial Statements”), nor will any pro forma financial statements appearing in such reports include financial information with respect to TPG, in each case to the extent the TPG Financial Statements are not available at the time such reports are filed; provided, however, that the Company and the Guarantors shall use all commercially reasonable efforts to produce the TPG Financial Statements and shall include such financial statements in such reports as promptly as practicable following the Issue Date. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed (including the TPG Financial Statements and related pro forma financial statements, to the extent required) with the SEC for public availability, 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 will be deemed to be furnished to on its website within those time periods. If, at any time after consummation of the Trustee and Holders of Notes. If Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above (unless the SEC will not accept such a filing) and post the reports on its website within the time periods specified above. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they the Company and the Guarantors are not required to file with the SEC the reports required specified by the preceding paragraphs with the Commission(a) and (b) of this Section 4.03, they shall 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.
(d) Delivery of such reports, information and documents to the Trustee pursuant to such provisions 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 the covenants hereunder.
Appears in 1 contract
Sources: Indenture (Exopack Holding Corp)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes, or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsregulations of the SEC:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Parent Entity were required to file such reports; and
(2) all current reports that would be required to be filed with or furnished to the SEC on Form 8-K if the Company Parent Entity were required to file or furnish such reports. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s 's consolidated financial statements by the Company’s 's certified independent registered public accounting firmaccountants. To In addition, the extent Company will file or furnish a copy of each of the reports referred to in clauses (1) and (2) above are filed with or to the SEC for public availability, 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 will on its website within those time periods. The availability of the reports referred to in clauses (1) and (2) on the SEC's EDGAR service or on the Company's website shall be deemed to be furnished to sa▇▇▇▇▇ the Company's delivery obligation hereunder; provided that, the Company will notify (including, without limitation, by email or facsimile) the Trustee and Holders of Notessuch availability of the reports referred to in clause (1) within ten Business Days after the date such reports are so available, which notification shall include, if applicable, any access instructions or password necessary to access such reports. If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in clause (a) of this Section 4.03(a) 4.03 with the SEC within the time periods specified above in clause (a) of this Section 4.03 unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s 's filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraph on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by clause (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 clauses (a) and (b) of this Section 4.03, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
Appears in 1 contract
Sources: Indenture (Appleton Papers Inc/Wi)
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, Parent will furnish to the Company shall furnish Trustee and the Holders of the Notes (or cause to be furnished to Holdersfile with the SEC for public availability), within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such reports, 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 Parent’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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that the quarterly report provided for the second quarter of 2010 will not be required to comply with the requirements of Regulation S-X of the Securities Act. Each annual report on Form 10-K will include a report on In addition, following the Company’s consolidated financial statements consummation of the Exchange Offer contemplated by the Company’s independent registered public accounting firm. To the extent Registration Rights Agreement, Parent will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, 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 will be deemed to be furnished to on its website within those time periods. If, at any time after consummation of the Trustee and Holders of Notes. If exchange offer contemplated by the Company Registration Rights Agreement, Parent is no longer not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Parent will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall Parent 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 CompanyParent’s filings for any reason, the Company shall Parent will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company Parent were required to file those reports with the SEC.
(b) So long If Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company, financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the Parent Guarantor may elect to prepare financial condition and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect results of operations of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations Unrestricted Subsidiaries of the Company under this Section 4.03Parent.
(c) In addition, the Company Issuer 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 the preceding paragraphs with the Commission(a) and (b) of this Section 4.03, they shall 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.
(d) For so long as Holdings or any other direct or indirect parent of Parent is a guarantor of the Notes, this Indenture will permit Parent to satisfy its obligations under this Section 4.03 with respect to financial information relating to Parent by furnishing financial information relating to Holdings or such parent guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings or such other parent guarantor, on the one hand, and the information relating to the Parent and its Subsidiaries that are Restricted Subsidiaries on a stand-alone basis, on the other hand.
(e) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement (1) by the filing with the SEC of the exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, or (2) by posting reports on Parent’s website within 15 days of the date that Parent would be required to file such information under this Section 4.03, containing only the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) required to be included in the reports required by this Section 4.03, subject to the exceptions consistent with the presentation of such financial information in the Offering Memorandum and provided that information provided for the second quarter of 2010 will not be required to comply with the requirements of Regulation S-X of the Securities Act.
Appears in 1 contract
Reports. (a) Whether or The Parent Guarantor will furnish to the Trustee and, upon request, to the Holders a copy of all of the information and reports referred to in clauses (1) and (2) below, if such information and reports are not required by filed electronically with the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to HoldersCommission, within the time periods (including any extensions thereof) specified in the SECCommission’s rules and regulations:
(1) all quarterly and annual reports financial information that would be required to be filed contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent Guarantor were required to file such reportsForms, 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 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 Parent Guarantor were required to file such reports. All Delivery of such reports reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall be prepared in all material respects in accordance not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Parent Guarantor or the Company, as applicable, with all any of their respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). Whether or not required by the Commission, the Parent Guarantor will comply with the periodic reporting requirements of the rules Exchange Act and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent file the reports referred to specified in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a4.2(a) with the SEC Commission within the time periods specified above unless the SEC Commission will not accept such a filing. The Company Parent Guarantor agrees that it shall will not take any action for the purpose of causing the SEC Commission not to accept any such filings. If, notwithstanding the foregoing, the SEC Commission will not accept the CompanyParent Guarantor’s filings for any reason, the Company shall Parent Guarantor will post the reports referred to in clauses (1) and (2) of this Section 4.03(a4.2(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company Parent Guarantor were required to file those reports with the SECCommission.
(b) So long as If the Parent Guarantor continues to own, directly has designated any of its Subsidiaries as Unrestricted Subsidiaries or indirectly, all if any of the Equity Interests of the CompanyParent Guarantor’s Subsidiaries are not Guarantors, then the Parent Guarantor may elect to prepare will include a reasonably detailed discussion of the financial condition and file results of operations of such Unrestricted Subsidiary, or if more than one, of such Unrestricted Subsidiaries, taken as a whole and furnish of such non-Guarantor Subsidiaries taken as a whole, separately in each case, in the quarterly, annual and current reports and consolidated financial statements referred to above in respect section of the Parent Guarantor’s quarterly and annual financial information required by Section 4.2(a) under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and further, in the case of the non-Guarantor Subsidiaries (other than the Company), also include a presentation of the financial condition and results of operations of such reports and consolidated non-Guarantor Subsidiaries (other than the Company) on the face of the financial statements will be deemed to satisfy or in the obligations footnotes thereto, separate from the financial condition and results of operations of the Parent Guarantor, the Company under this Section 4.03and the other Guarantors.
(c) In addition, the Company and the Guarantors agree Parent Guarantor agrees that, for so long as any Notes Securities remain outstandingoutstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, if at any time they are it is not required to file the reports required by the preceding paragraphs Section 4.2(a) with the Commission, they shall it will furnish to the Holders and to securities analysts and prospective investorsinvestors in the Securities, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 4.2 shall be deemed cured (and the Parent Guarantor shall be deemed to be in compliance with this Section 4.2) upon furnishing or filing such report or certification as contemplated by this Section 4.2 (but without regard to the date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if the principal, premium, if any, and interest with respect to the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
Appears in 1 contract
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall Issuer will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulationsregulations for non-accelerated filers:
(1a) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such reports; 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; provided that the electronic filing of the foregoing reports by the Issuer on the SEC’s ▇▇▇▇▇ system (or any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyIssuer’s consolidated financial statements by the CompanyIssuer’s certified independent registered public accounting firmaccountants. To In addition, the extent Issuer will file a copy of each of the reports referred to in clauses (1a) and (2b) above are filed with the SEC for public availabilityavailability 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. If, at any time, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall Issuer will not take any action for the purpose of causing reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the CompanyIssuer’s filings for any reason, the Company shall Issuer will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuer were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own. If, directly or indirectly, all of the Equity Interests of the Companyat any time, the Parent Guarantor may elect Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to prepare be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information referred to in clause (a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and file provide them and furnish prospective investors in the quarterly, annual Notes with instructions to obtain access to such conference call concurrently with and current reports and consolidated in the same manner as each delivery of financial statements referred pursuant to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
clause (ca) above. In addition, 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 the preceding paragraphs with the Commissionparagraphs, they shall 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. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, 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. Prior to the Escrow Release Date, delivery of the foregoing reports required in this Section 4.03 by the Company containing financial information related to the Company shall be deemed to satisfy the obligations hereunder.
Appears in 1 contract
Sources: Indenture (Energizer Holdings, Inc.)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish to Holders or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To In addition, the extent Company shall file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports will shall be deemed to be furnished to the Trustee and Holders of Notes. If The Trustee shall not be responsible for determining whether such filings have been made. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the CommissionSEC, they shall furnish to the 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.
(c) To the extent any information is not filed or provided within the time periods specified in this Section 4.03 and such information is subsequently filed or provided, the Company 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 if the Holders of at least 30% in aggregate principal amount of such Notes that are outstanding have declared all the Notes to be due and payable immediately and such declaration shall not have been rescinded prior to such cure.
(d) Delivery of the reports and documents described above to the Trustee is for informational purposes 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).
Appears in 1 contract
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s 's rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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) All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s 's consolidated financial statements by the Company’s 's certified independent registered public accounting firmaccountants. To Following the extent consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified in the SEC's rules and regulations applicable to such reports (unless the SEC will not accept such a filing).
(c) If, at any time after the reports will be deemed to be furnished to consummation of the Trustee and Holders of Notes. If Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s 's filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(bd) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Parent Guarantor continues to ownquarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, directly or indirectly, all either on the face of the Equity Interests 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 the Unrestricted Subsidiaries of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(ce) In additionIf at any time during the first two years after the date of this Indenture, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file with the SEC the reports required by Sections 4.03(a) and 4.03(b) hereof, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(f) Delivery of such reports, information and documents 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 Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)
Appears in 1 contract
Reports. 5.1 Within 30 days after the close of each Royalty Quarter during the term of this Agreement (a) Whether including the close of any Royalty Quarter immediately following any termination of this Agreement), NEPHRION shall report to MICHIGAN all royalties accruing to MICHIGAN during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and Net Sales of Products by NEPHRION and Sublicensee(s); and any other revenues with respect to which payments are due, and the amount of such payments, as well as the various calculations used to arrive at said amounts, including the quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, NEPHRION shall so report. ▇▇▇▇▇▇▇▇ will respond to reasonable requests for detailed progress reports from MICHIGAN.
5.2 NEPHRION covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; NEPHRION, Sublicensees shall consistently employ such system when rendering invoices thereon and henceforth agree to inform MICHIGAN, or not its auditors, when requested as to the details concerning such nomenclature system as well as to all additions thereto and changes therein.
5.3 NEPHRION shall keep, and shall require its Sublicensees to keep, true and accurate records and books of account containing data reasonably required by for the SEC’s rules computation and regulations, so long as any Notes are outstanding, the Company shall furnish or cause verification of payments to be furnished to Holdersmade as provided by this Agreement, within the time periods (including any extensions thereof) specified in the SEC’s rules which records and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports books shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements open for inspection upon reasonable notice during business hours by the Company’s either MICHIGAN auditor(s) or an independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilitycertified accountant selected by MICHIGAN, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing verifying the SEC not amount of payments due and payable. Said right of inspection will exist for six years from the date of filing of the report for the Royalty Quarter to accept which such records and books of account relate in support thereof, and this requirement and right of inspection shall survive any termination of this Agreement. MICHIGAN shall be responsible for all expenses of such filings. Ifinspection, notwithstanding the foregoingexcept that if such inspection reveals an underpayment of royalties to MICHIGAN in excess of ten percent, the SEC will not accept the Company’s filings for any reason, the Company then said inspection shall post the reports referred be at NEPHRION’ expense and such underpayment shall become immediately due and payable to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECMICHIGAN.
(b) So long as the Parent Guarantor continues 5.4 The reports provided for hereunder shall be certified by an authorized representative of NEPHRION to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish correct to the Holders best of ▇▇▇▇▇▇▇▇’ knowledge 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 Actinformation.
Appears in 1 contract
Sources: License Agreement (LMF Acquisition Opportunities Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so So long as any Notes are outstanding, the Company Holdings shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) specified in file with the SEC’s rules , to the extent such submissions are accepted for filing by the SEC, and regulations:shall provide to the Trustee (within 15 days after it files (or would have been required to file) with the SEC):
(1) all quarterly and financial information that would be required to be contained in a filing with the SEC on Forms 10-Q; and
(2) all annual reports that would be required to be filed with the SEC on Forms 10-Q and Form 10-K if the Company Holdings were required to file reports; as if Holdings were required to file such reports; 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 forms. Delivery of such reports, information and documents 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 Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s Holdings' consolidated financial statements by Holdings' independent accountants. If, at any time after consummation of the Company’s independent registered public accounting firm. To Registered Exchange Offer contemplated by the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityRegistration Rights Agreement, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Holdings will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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, the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(c) Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfied Regulation S-X of the Securities Act; provided that in order for such requirements to be deemed satisfied, any such Registration Statement must contain quarterly information for the period ended September 30, 2004 as required by Regulation S-X no later than November 30, 2004.
Appears in 1 contract
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will shall include a report on the Company’s consolidated financial statements by the Company’s certified independent registered public accounting firmaccountants. To In addition, the extent Company shall file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and, if the SEC will not accept such a filing, shall post the reports will be deemed to be furnished to the Trustee and Holders of Noteson its website within those time periods. If If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) the preceding paragraphs on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) . In addition, the Company and the Guarantors agree 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 the preceding paragraphs with the Commissionparagraphs, they it 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. In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it 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. Delivery of such reports, information and documents 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). So long as is required for offers and sales of the Notes to qualify for an exemption under Rule 144A under the Securities Act, the Corporation shall, upon request, provide the information required by Rule 144A(d)(4) to each Holder of Notes and to each beneficial owner and prospective purchaser of Notes identified by each Holder of Notes, unless such information is furnished to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. For purposes of this Section 4.03, the Company will be deemed to have furnished or delivered reports to the Trustee and the Noteholders if (i) such reports are filed with the Commission via the ▇▇▇▇▇ filing system, (ii) such reports are currently available, and (iii) the Corporation electronically delivers to the Trustee a link to the ▇▇▇▇▇ filing each time the Company files such a report.
Appears in 1 contract
Reports. (a) Whether or not required by the SEC’s 's rules and regulations, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s 's rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s 's consolidated financial statements by the Company’s 's certified independent registered public accounting firmaccountants. To In addition, the extent Company will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, 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 will be deemed to be furnished to on its website within those time periods. If, at any time after consummation of the Trustee and Holders of Notes. If exchange offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s 's filings for any reason, the Company shall will post the reports referred to in this Section 4.03(a) the preceding paragraph on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) . In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the CommissionSEC, they shall will furnish to the 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information 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 Officers' Certificates).
Appears in 1 contract
Sources: Indenture (Osullivan Industries Inc)
Reports. (a) Whether or not required by the SEC’s rules and regulations, so So long as any Notes are outstanding, the Company Restricted Parent Guarantor shall furnish or cause to be furnished the Trustee and, upon request, to Holdersholders of the Notes, within a copy of all of the time periods (including any extensions thereof) specified in the SEC’s rules information and regulationsreports referred to below:
(1) within 120 days after the end of each fiscal year (or such longer period as may be permitted by the SEC if the Restricted Parent Guarantor were then subject to SEC reporting requirements as a non-accelerated filer), annual audited consolidated financial statements of the Restricted Parent Guarantor that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if the Restricted Parent Guarantor had been a reporting company under the Exchange Act for such fiscal year including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and a report on the annual financial statements by the Restricted Parent Guarantor’s independent registered public accounting firm (all quarterly of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in this Offering Memorandum);
(2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the SEC if the Restricted Parent Guarantor were then subject to SEC reporting requirements as a non-accelerated filer), unaudited consolidated financial statements that would have been required to be contained in a Quarterly Report on Form 10Q under the Exchange Act if the Restricted Parent Guarantor had been a reporting company under the Exchange Act for the interim period as of, and annual for the period ending on, the end of such fiscal quarter including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in this Offering Memorandum); and
(3) within the time period specified for filing current reports on Form 6-K by the SEC, current reports containing information substantially similar to the information that would be required to be filed with the SEC in a report on Forms 10-Q and 106-K if under the Company were required to file such reports; and
Exchange Act as in effect on the Issue Date. Notwithstanding the foregoing, (2a) all current reports that would the Restricted Parent Guarantor will not be required to be filed with furnish any information, certificates or reports required by (i) Section 302, Section 404 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC on Form 8with respect to any non-K if the Company were generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to file such reports. All contain the separate financial statements or other information contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, and (d) such reports shall not be prepared in all material respects in accordance with all required to present compensation or beneficial ownership information; provided that, the Restricted Parent Guarantor shall provide the revenues, EBITDA, net income, assets and liabilities of the rules guarantors and regulations applicable to such reportsthe non-guarantors separately. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availabilityFor purposes of this covenant, Restricted Parent Guarantor, the reports Issuer and the other Guarantors will be deemed to be furnished have made such reports available to the Trustee and Trustee, the Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the and prospective investors as required by this covenant if it has filed such reports specified in this Section 4.03(a) with the SEC within via the time periods specified above unless the SEC will not accept ▇▇▇▇▇ filing system or such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECare publicly available.
(b) So long as Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 3.10(a), the Restricted Parent Guarantor continues shall also post copies of such information required by Section 3.10(a) on a website (which may be non-public and may be maintained by the Restricted Parent Guarantor or a third party) to ownwhich access will be given to Holders, directly or indirectly, all prospective investors in the Notes that certify their status as such to the reasonable satisfaction of the Equity Interests of Restricted Parent Guarantor), and securities analysts and market making financial institutions that are reasonably satisfactory to the Company, the Restricted Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03Guarantor.
(c) In addition, the Company and the Guarantors agree that, for For so long as any Notes remain outstandingthe Restricted Parent Guarantor has designated certain of its Subsidiaries as Unrestricted Subsidiaries, at any time they are not then the quarterly and annual financial information required to file be provided by this covenant will include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Restricted Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Restricted Parent Guarantor.
(d) The Restricted Parent Guarantor 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 Restricted Parent Guarantor’s equity investors and analysts). The conference call will be following the last day of each fiscal quarter of the Restricted Parent Guarantor and not later than 10 Business Days from the time that the Restricted Parent Guarantor distributes the financial information as set forth in Section 3.10(b). No fewer than two days prior to the conference call, the Restricted Parent Guarantor 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) Notwithstanding anything to the contrary set forth in this Section 3.10, if the Restricted Parent Guarantor or any Parent Entity has furnished to the Holders of Notes and filed with the SEC the reports required by described in the preceding paragraphs with the Commission, they shall furnish respect to the Holders and Restricted Parent Guarantor or any Parent Entity (including any consolidated financial information required by Regulation S-X relating to securities analysts and prospective investors, upon their requestthe Restricted Parent Guarantor), the information required Restricted Parent Guarantor shall be deemed to be delivered pursuant in compliance with the provisions of this Section 3.10; provided that, such information with respect to Rule 144A(d)(4any Parent Entity is accompanied by consolidating information that explains in reasonable detail (including select quantitative metrics) the differences between the information relating the Parent Entity (and any of its subsidiaries that are not the Restricted Parent Guarantor or any of the Restricted Parent Guarantor’s subsidiaries), on the one hand, and the information relating to the Restricted Parent Guarantor and its Subsidiaries on a standalone basis, on the other hand.
(f) Delivery under this Section 3.10 of reports, information and documents to the Securities ActTrustee 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 Issuer’s or the Restricted Parent Guarantor’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Sources: Indenture (Essar Steel Algoma Inc.)
Reports. (a) Whether To the extent permitted by applicable law or regulation, whether or not required by the SEC’s rules and regulations, so long as any Notes are outstandingCompany is subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the Commission all quarterly and annual reports and such other information, documents or other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) required to be filed pursuant to such provisions of the Exchange Act. The Company shall mail to the holders of the Senior Discount Notes and the Warrants at their addresses appearing in the register of Senior Discount Notes or Warrants, as applicable, at the time of such mailing, within 10 days after it files the same with the Commission, all information, documents and reports that it is required to file with the Commission pursuant to this Section 7.2. If the Company is not permitted by applicable law or regulations to file the aforementioned reports, the Company (at its own expense) shall mail to the holders of the Senior Discount Notes and Warrants at their addresses appearing in the register of Senior Discount Notes or Warrant, as applicable, at the time of such mailing within 5 days after it would have been required to file such information with the Commission, all information and financial statements, including any notes thereto and with respect to annual reports, an auditors' report by an accounting firm of established national reputation, and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to the disclosure that the Company would have been required to include in annual and quarterly reports, information, documents or other reports, including, without limitation, reports on Forms 10-K, 10-Q and 8- K, if the Company was subject to the requirements of such Section 13 or 15(d) of the Exchange Act.
(b) At any time when the Company is not permitted by applicable law or regulations to file the aforementioned reports, upon the request of a holder of a Senior Discount Note or Warrant, the Company will promptly furnish or cause to be furnished to Holders, within the time periods (including any extensions thereof) such information as is specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the Commission, they shall furnish to the 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 (or any successor provision thereto) to such holder or to a prospective purchaser of such Senior Discount Note or Warrant designated by such holder, as the case may be, in order to permit compliance by such holder with Rule 144A under the Securities Act.
Appears in 1 contract
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the Commission, so long as any Notes are outstanding, the Company shall Issuer will furnish to the Holders of Notes or cause the Trustee to be furnished furnish to Holdersthe Holders of Notes, within the time periods (including any extensions thereof) specified in the SECCommission’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such reports; 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the CompanyIssuer’s consolidated financial statements by the Company’s its independent registered public accounting firm, unless otherwise permitted by the Commission. To Notwithstanding the extent foregoing, (i) prior to the consummation of the Exchange Offer contemplated by the Registration Rights Agreement and (ii) after consummation of the Exchange Offer, if permitted by the Commission, the Issuer may satisfy its obligation to furnish the reports described above by furnishing reports for the Guarantor. Following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Issuer will file a copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC Commission for public availabilityavailability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will make the reports available on its website within those time periods. If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall Issuer will nevertheless continue filing the reports specified in this Section 4.03(a) the preceding paragraph with the SEC Commission within the time periods specified above unless the SEC Commission will not accept such a filing. The Company agrees that it shall Issuer will not take any action for the purpose of causing the SEC Commission not to accept any such filings. If, notwithstanding the foregoing, the SEC Commission will not accept the CompanyIssuer’s filings for any reason, the Company shall post Issuer will make the reports referred to in this Section 4.03(a) the preceding paragraph available on the its website of Clearway Energy, Inc. within the time periods that would apply if the Company Issuer were required to file those reports with the SECCommission. Notwithstanding the foregoing, if permitted by the Commission, the Issuer’s obligations to file reports under this Section 4.06(a) may be satisfied by the filing of the reports described in clauses (1) and (2) above by the Guarantor.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, the Company and the Guarantors agree that, for For so long as any Notes remain outstanding, if at any time they are it is not required to file with the Commission the reports required by paragraphs (a) of this Section 4.06, the preceding paragraphs with the Commission, they shall Issuer will furnish to the 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. Delivery of such reports, information and documents 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
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Sources: Indenture (Essex Property Trust Inc)
Reports. Section 4.01 Reports to the Issuers, the Indenture Trustee and the Insurers.
(a) Whether or not Not later than 2:00 p.m. (New York City time), three (3) Business Days prior to each Payment Date, the Property Manager shall deliver to each of the Issuers and the Indenture Trustee a report containing the information specified on Exhibit F hereto, and such other information with respect to the Mortgage Loans, the Leases and Mortgaged Properties as the Indenture Trustee may reasonably request (such report, the “Determination Date Report”), reflecting information as of the close of business on the last day of the related Collection Period, in a mutually agreeable electronic format. The Determination Date Report and any written information supplemental thereto shall include such information with respect to the Mortgage Loans, the Leases and Mortgaged Properties as is required by the SEC’s rules and regulations, so long as any Notes are outstanding, Indenture Trustee for purposes of making the Company shall furnish or cause to be furnished to Holders, within the time periods (including any extensions thereofpayments required by Section 2.11(b) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. All such reports shall be prepared in all material respects in accordance with all of the rules Indenture and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the calculations and reports referred to in clauses (1Section 6.01 of the Indenture and otherwise therein, in each case as set forth in the written specifications or guidelines issued by any of the Issuers of the Indenture Trustee, as the case may be, from time to time. The Property Manager shall also provide to the Indenture Trustee the wire instructions for the relevant parties to which payments under Section 2.11(b) and (2) above are filed with of the SEC for public availability, the reports Indenture will be deemed made. The Determination Date Report shall also contain a certification by the Property Manager that the Issuers have not incurred any indebtedness except indebtedness permitted by the Transaction Documents. Such information shall be delivered by the Property Manager to each of the Issuers and the Indenture Trustee in agreed-upon format and such electronic or other form as may be reasonably acceptable to the Issuers and the Indenture Trustee. The Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Property Manager) provide the Property Manager with such information regarding the Specially Serviced Assets as may be necessary for the Property Manager to prepare each Determination Date Report and any supplemental information to be furnished provided by the Property Manager to the Trustee and Holders of Notes. If Issuers or the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it shall 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 Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to file those reports with the SECIndenture Trustee.
(b) So long Not later than 2:00 p.m. (New York City time), three (3) Business Days prior to each Payment Date, the Special Servicer shall deliver to the Property Manager and the Indenture Trustee a report containing such information relating to the Specially Serviced Assets and in such form as the Parent Guarantor continues to ownIndenture Trustee may reasonably request (such report, directly or indirectlythe “Special Servicer Report”), all reflecting information as of the Equity Interests close of business on the last day of the Companyrelated Collection Period. For the avoidance of doubt, the Parent Guarantor Special Servicer Report may elect to prepare and file and furnish be included in the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03Determination Date Report.
(c) In additionNot later than the 30th day following the end of each calendar quarter, commencing with the quarter ended September 30, 2014, the Company Special Servicer shall deliver to the Indenture Trustee and the Guarantors agree that, for so long Property Manager a report containing such information and in such form as any Notes remain outstanding, at any time they are not required the Indenture Trustee may reasonably request (such report a “Modified Collateral Detail and Realized Loss Report”) with respect to file the reports required all operating statements and other financial information collected or otherwise obtained by the preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered Special Servicer pursuant to Rule 144A(d)(4Section 3.12(b) under the Securities Act.during such calendar quarter. US-DOCS\96557504.296557504.7
Appears in 1 contract
Reports. (a) Whether or not required by the SEC’s rules and regulationsregulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes (or cause to be furnished to Holdersfile with the SEC for public availability), within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:
(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, 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. All such reports shall will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K In addition, the Company will include file a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent copy of each of the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) with the SEC availability within the time periods specified above in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC ) and will not accept the Company’s filings for any reason, the Company shall post the reports referred to in this Section 4.03(a) on the its website of Clearway Energy, Inc. within the those time periods that would apply if the Company were required to file those reports with the SECperiods.
(b) So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03.
(c) In addition, 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 clauses (1) and (2) of Section 4.03(a), the preceding paragraphs with Company and the Commission, they shall Guarantors will furnish to the 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.
(c) Commencing with the quarterly period in which the Arysta Unrestricted Designation is made until the earlier of (x) the date that the entities constituting the Arysta Business are no longer Subsidiaries of the Company or (y) the Arysta Business is treated as discontinued operations with respect to the consolidated financial statements of the Company in the annual or quarterly information required to be provided by Section 4.03(a)(1), the Company shall furnish to holders of Notes no later than 120 days after the end of any fiscal year and 90 days after the end of any fiscal quarter, a reasonably detailed presentation 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 the Arysta Business by making such information publicly available on the Company’s website. 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 the Company posts such document on its website, currently, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, or when such document is posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. 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 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 Officer’s Certificates).
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