Requested Information. With reasonable promptness, such other data and information as you or any such Institutional Holder may reasonably request. Without limiting the foregoing, the Constituent Companies will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' guidance, any of the properties of any Constituent Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, any such visitation or inspection shall be at the sole expense of the Constituent Companies.
Appears in 2 contracts
Sources: Note Agreement (Unitog Co), Note Agreement (Unitog Co)
Requested Information. With reasonable promptness, such other data and Such additional information as you or any such Institutional Holder holder may reasonably requestrequest concerning the Company. Without limiting the foregoing, the Constituent Companies Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more institutional holder of the aggregate principal amount of the Notes then outstanding Notes (or such Persons as either you or such Institutional Holder holder may reasonably designate), under the Company's guidance, to visit the Company at its corporate headquarters and inspect, under the Constituent Companies' guidance, any of the properties of any Constituent Company or any Subsidiary, to examine all of their the books of account, records, reports and other paperspapers of the Company, to make copies and extracts therefrom as is reasonably necessary for the purposes hereof, and to discuss their respective its affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, its officers and independent public accountants (and by this provision each Constituent the Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiariesthe Company) all at such reasonable times and as often as may be reasonably requested. Any information obtained by you or such other holder from such examination or discussion will be treated as confidential unless and until such information has been publicly disclosed by the Company; PROVIDED, HOWEVER, that nothing herein contained shall limit or impair the right or obligation of yourself or such other holder to disclose such information when required by law or to appropriate regulatory authorities having jurisdiction over your or its affairs (including, in all events, to proposed transferees of the Notes and to proposed purchasers of the assets of a holder of Notes) or to use the same in connection with the enforcement of the terms and conditions of this Agreement. Any visitation shall be at your sole expense or the sole expense of you or such Institutional Holder, institutional holder unless a an Event of Default or an event which with the lapse of time or giving of notice and lapse of time would become an Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to a claimed defaultcontinuing, in which case, any such visitation or inspection shall be at the sole expense of the Constituent CompaniesCompany.
Appears in 2 contracts
Sources: Note Agreement (Nash Finch Co), Note Agreement (Nash Finch Co)
Requested Information. With with reasonable promptness, such other data and information as you relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such Institutional Holder information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may reasonably requestbe delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Without limiting Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Constituent Companies will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' guidance, any of the properties of any Constituent Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of under no obligation to m▇▇▇ any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, any such visitation or inspection shall be at the sole expense of the Constituent CompaniesCompany Materials “PUBLIC.”
Appears in 2 contracts
Sources: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Requested Information. With reasonable promptness, such other data and information as you or any such Institutional Holder may reasonably request. Without limiting the foregoing, the Constituent Companies Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate not less than $1,000,000 principal amount of the Notes then outstanding Notes (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' Company's guidance, any of the properties of any Constituent the Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent the Company authorizes said accountants to discuss with you the finances and affairs of such Constituent the Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation The Company shall be at the sole expense of you promptly upon demand pay or reimburse any such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action for all expenses which such holder may incur in connection with respect to a claimed default, in which case, any such visitation or inspection shall be at during the sole expense continuance of any Default or Event of Default. The Company has made available to you financial statements, documents and information (collectively "Materials"), and has agreed to furnish in the future certain additional Materials, in reliance on your commitment to use such information only for purposes reasonably related to your investment in the Notes issued hereunder and not to disclose any of such Materials which have been designated as "Confidential" by the Company, other than (A) Materials that already were known to you prior to the time they were made available to you by or on behalf of the Constituent CompaniesCompany or any Subsidiary, (B) Materials that are or become publicly available by reason other than disclosure by or through you or (C) Materials that you obtain from third parties who, to your knowledge, are not thereby breaching fiduciary or confidentiality obligations owed to the Company or any Subsidiary; provided, you may disclose such Materials to (i) your directors, officers, employees, agents, attorneys and professional consultants (after advising any such agents or professional consultants of the use and non-disclosure restrictions set forth above), (ii) any other holder of any Note, (iii) any Person to which you offer to sell a Note or Notes or any part thereof (if such Person has agreed in writing prior to its receipt of such materials to be bound by the provisions of this paragraph), (iv) any federal or state regulatory authority having jurisdiction over you, (v) the National Association of Insurance Commissioners or any similar organization or any other entity utilizing such information to rate or classify your debt or equity Securities or (vi) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to you, (b) in response to any subpoena or other legal process or informal investigative command, (c) in connection with any litigation to which you are a party or (d) in order to preserve or protect your investment in the Notes.
Appears in 2 contracts
Sources: Note Agreement (Cleveland Cliffs Inc), Note Agreement (Cleveland Cliffs Inc)
Requested Information. With reasonable promptness, following the reasonable request of the Administrative Agent, such other data and information (financial or otherwise) as you the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time; provided that, notwithstanding anything to the contrary in this Section 9.1(f), none of the Borrower or any of its Restricted Subsidiaries will be required to provide any such Institutional Holder may other information pursuant to this Section 9.1(f) to the extent that (i) the provision thereof would violate any attorney client privilege (as reasonably requestdetermined by counsel (internal or external) to the Credit Parties), law, rule or regulation, or any contractual obligation of confidentiality binding on the Credit Parties or their respective affiliates (so long as not entered into in contemplation hereof) or (ii) such information constitutes attorney work product (as reasonably determined by counsel (internal or external) to the Credit Parties). Without limiting Notwithstanding the foregoing, the Constituent Companies will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding obligations in clauses (or such Persons as either you or such Institutional Holder may reasonably designatea), to visit (b) and inspect, under the Constituent Companies' guidance, any (e) of the properties of any Constituent Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiaries) all at such reasonable times and as often as Section 9.1 may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, to the extent such information relates to a claimed defaultdirect or indirect parent of the Borrower, such information is accompanied by consolidating or other information that explains in which casereasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 9.1 (to the extent any such visitation or inspection documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be at deemed to have been delivered on the sole expense of date (i) on which the Constituent CompaniesBorrower posts such documents, or provides a link thereto on the Borrower’s website as notified to the Administrative Agent; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, or filed with the SEC, and available in ▇▇▇▇▇ (or any successor) to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).
Appears in 2 contracts
Sources: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.)
Requested Information. With reasonable promptnessPromptly, such additional business, financial, corporate affairs and other data and information as you or any such Institutional Holder the holders of the Notes may from time to time reasonably request. Without limiting the foregoing, the Constituent Companies The Company will also permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding Notes (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' Company's guidance, any of the properties of any Constituent the Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent the Company authorizes said accountants to discuss with you the finances and affairs of such Constituent the Company and its Subsidiaries) ), all at such reasonable times and as often as may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional HolderHolder and shall not be undertaken more than once in each calendar year, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies Company or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, the frequency of such visitation and inspections shall not be limited and any such visitation or inspection shall be at the sole expense of the Constituent CompaniesCompany. Without limiting the foregoing, the Company agrees that The Northwestern Mutual Life Insurance Company and each other Institutional Holder of not less than 30% of the aggregate principal amount of the then outstanding Notes, shall have the right to receive all notices of, and to attend (either in person or by telephonic conference), at the expense of such holders of the Notes, all meetings of the Company's Board of Directors and any committees thereof and each such Person shall be entitled to receive copies of all minutes of such meetings, together with copies of any items distributed to the members of the Board of Directors, whether or not such Person attends any such meeting.
Appears in 1 contract
Requested Information. With reasonable promptness, such other data and information as you or any such Institutional Holder may reasonably request. Without limiting the foregoing, the Constituent Companies Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' Company's guidance, any of the properties of any Constituent the Company or any Restricted Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to in the Chief Financial Officer presence of an officer of the ParentCompany, the Company's independent public accountants (and by this provision each Constituent the Company authorizes said accountants agrees to make an officer available to discuss with you any Institutional Holder the finances and affairs of such Constituent the Company and its SubsidiariesRestricted Subsidiaries with said accountants) all at such reasonable times and as often as may be reasonably requested. Any The Company shall not be required to pay or reimburse any Holder for expenses which such Holder may incur in connection with any such visitation shall be at the sole expense of you or inspection, except that if such Institutional Holder, unless visitation or inspection is made during any period when a Default or an Event of Default shall have occurred and be continuing continuing, the Company agrees to reimburse such Holder for all such expenses promptly upon demand. Each Holder exercising such visitation and inspection rights pursuant to the immediately preceding paragraph hereby agrees that it will not disclose without the prior written consent of the Company (other than to its directors, officers, employees, auditors, agents, professional consultants, advisors, counsel or affiliates or to another Holder of the Notes who shall be bound by the provisions of this Section 5.14) any information with respect to the Company or any Restricted Subsidiary which is furnished pursuant to such visitation and inspection, provided that such Holder may disclose any such information (i) as has become generally available to the public or is readily ascertainable from public sources or which becomes available from another person, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state, provincial or federal regulatory body or self regulatory body having or claiming to have jurisdiction over such Holder or to the United States National Association of Insurance Commissioners or similar organizations or their successors, (iii) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation, proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal or governmental agency, commission, authority, board or similar entity, (iv) in order to comply with any law, order, regulation or ruling applicable to such Holder, (v) to any entity utilizing such information to rate such Holder's claims paying ability or to classify the Notes purchased by such Holder, (vi) if a Default or Event of Default has occurred and be continuing, to the extent that such Holder believes it necessary or appropriate in order to protect its investment in the Notes or the holder enforcement of its rights and remedies under its Notes or this Agreement, or (vii) to a prospective transferee in connection with any contemplated transfer of any of the Notes by such Holder, which prospective transferee shall be deemed to be bound by this Section 5.14. Any transferee of any Note or of any other evidence of Indebtedness by its acceptance of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, any transfer of such visitation or inspection Note shall be at deemed to have agreed to the sole expense foregoing provisions of the Constituent Companiesthis Section 5.14.
Appears in 1 contract
Sources: Note Agreement (Cherry Corp)
Requested Information. With reasonable promptness, such other data and information as you any holder of Notes, the U.S. Collateral Trustee or any such Institutional Holder the Canadian Collateral Trustee may reasonably request. Without limiting the foregoing, the Constituent Companies Parent will permit you, so long as you are the each holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding Notes (or such Persons as either you or any such Institutional Holder holder may reasonably designate), to visit and inspect, under the Constituent Companies' Parent's guidance, any of the properties of any Constituent Company the Parent or any Restricted Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent Company the Parent authorizes said accountants to discuss with you such holders the finances and affairs of such Constituent Company the Parent and its Restricted Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any The Parent shall not be required to pay or reimburse any holder of Notes for any expenses which such holder may incur in connection with any such visitation shall be at the sole expense of you or inspection, except that if such Institutional Holder, unless visitation or inspection is made during any period when a Default or an Event of Default shall have occurred and be continuing continuing, the Parent agrees to reimburse such holder for all reasonable expenses thereof promptly upon demand. Each Noteholder agrees that it will use all reasonable efforts to keep confidential any information from time to time supplied to it by or on behalf of the Parent (including, without limitation, any such information provided pursuant to this Section 5.18) which the Parent or any Person acting on its behalf designates in writing at the time of its delivery to such Noteholder, or as promptly as practicable thereafter, is to be treated as confidential, provided, however, that the foregoing provisions of this paragraph shall not apply:
(i) to any information already known to such Noteholder at the time of its receipt thereof (other than any such information which to such Noteholder's knowledge is already known to such Noteholder by virtue of any breach by any third party of any confidentiality obligation owed to the Parent or any Restricted Subsidiary);
(ii) to any information which is or becomes public knowledge other than (to such Noteholder's knowledge) by reason of any breach of this paragraph;
(iii) to the extent that such Noteholder is required to disclose the information in question pursuant to any law, statute, rule or regulation or any order of any court or judicial process or pursuant to any direction, request or requirement (whether or not having the force of law but, if not having the force of law, being of a type with which Institutional Holders in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority;
(iv) to the disclosure of any such information to any regulators or auditors including the NAIC or any successor agency;
(v) to the disclosure of any such information to any other holder of a Note;
(vi) to the disclosure of any information to such Noteholder's counsel or accountants or those of any other holder of a Note;
(vii) to the disclosure of any information to any of such Noteholder's employees, agents or other professional advisors or those of any other holder of a Note;
(viii) to the disclosure of any information to ▇▇▇▇▇'▇, Standard & Poor's or any other nationally recognized rating agency;
(ix) to the extent that such Noteholder needs to disclose the information in question for the protection or enforcement of any of such Noteholder's rights or interests against the Issuer or the holder Parent, whether under this Agreement or otherwise; or
(x) to the prospective transferee in connection with any contemplated transfer of any Note of the Notes (or of any other evidence of Indebtedness security of the Constituent Companies Parent owned by such Noteholder or any Subsidiary gives Person advised by such Noteholder's investment advisor or any written notice or takes any other action with respect of its subsidiaries) by such Noteholder, provided that such prospective transferee shall agree (in writing) to be bound by the confidentiality provisions of this Section 5.18 as if it were a claimed default, in which case, any such visitation or inspection shall be at the sole expense holder of the Constituent CompaniesNotes hereunder.
Appears in 1 contract
Requested Information. With reasonable promptness, such other data and information as you or any such Institutional Holder may reasonably request. Without limiting the foregoing, the Constituent Companies Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding Notes (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' Company's guidance, any of the properties of any Constituent the Company or any Subsidiary, to examine all of their books of account, financial records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent the Company authorizes said accountants to discuss with you the finances and affairs of such Constituent the Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred You agree and be continuing or the any subsequent holder of any Note shall be deemed to agree to keep confidential any information made available to you pursuant to such a visit or inspection, provided that you may disclose any such information (i) as may be appropriate in connection with enforcing compliance with the terms and conditions of this Agreement or the Notes, (ii) as has become generally available to the public, (iii) as may be required in any other evidence of Indebtedness report, statement or testimony submitted to Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) or required by any municipal, state, or Federal regulatory body, agency, authority or commission having or claiming to have jurisdiction over you, (iv) as may be necessary in connection with the sale of the Constituent Companies Notes to any prospective bona fide purchaser, (v) to the National Association of Insurance Commissioners (or any Subsidiary gives successor agency thereto), or (vi) to any written notice entity utilizing such information to rate or takes any other action with respect classify your debt or equity Securities or to report to the public concerning the industry of which you are a claimed default, in which case, any such visitation or inspection shall be at the sole expense of the Constituent Companiespart.
Appears in 1 contract
Requested Information. With reasonable promptnessPromptly, from time to time, such other data and reports or information as you the Administrative Agent or any such Institutional Holder Lender may reasonably request. Without limiting Documents required to be delivered pursuant to Section 6.05(a) or (b) or Section 6.05(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.05(c) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, the Constituent Companies will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding (or such Persons as either you or such Institutional Holder who may reasonably designate), to visit and inspect, under the Constituent Companies' guidance, any of the properties of any Constituent Company or any Subsidiary, to examine all of their books of account, records, reports be engaged in investment and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action market-related activities with respect to a claimed default, in which case, any such visitation or inspection Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the sole expense word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Constituent CompaniesPlatform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information”.
Appears in 1 contract
Requested Information. With reasonable promptness, such other data and information as you any holder of Notes, the U.S. Collateral Trustee or any such Institutional Holder the Canadian Collateral Trustee may reasonably request. Without limiting the foregoing, the Constituent Companies Parent will permit you, so long as you are the each holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding Notes (or such Persons as either you or any such Institutional Holder holder may reasonably designate), to visit and inspect, under the Constituent Companies' Parent's guidance, any of the properties of any Constituent Company the Parent or any Restricted Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent Company the Parent authorizes said accountants to discuss with you such holders the finances and affairs of such Constituent Company the Parent and its Restricted Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any The Parent shall not be required to pay or reimburse any holder of Notes for any expenses which such holder may incur in connection with any such visitation shall be at the sole expense of you or inspection, except that if such Institutional Holder, unless visitation or inspection is made during any period when a Default or an Event of Default shall have occurred and be continuing continuing, the Parent agrees to reimburse such holder for all reasonable expenses thereof promptly upon demand. Each Noteholder agrees that it will use all reasonable efforts to keep confidential any information from time to time supplied to it by or on behalf of the Parent (including, without limitation, any such information provided pursuant to this Section 5.18) which the Parent or any Person acting on its behalf designates in writing at the time of its delivery to such Noteholder, or as promptly as practicable thereafter, is to be treated as confidential, provided, however, that the foregoing provisions of this paragraph shall not apply:
(i) to any information already known to such Noteholder at the time of its receipt thereof (other than any such information which to such Noteholder's knowledge is already known to such Noteholder by virtue of any breach by any third party of any confidentiality obligation owed to the Parent or any Restricted Subsidiary);
(ii) to any information which is or becomes public knowledge other than (to such Noteholder's knowledge) by reason of any breach of this paragraph;
(iii) to the extent that such Noteholder is required to disclose the information in question pursuant to any law, statute, rule or regulation or any order of any court or judicial process or pursuant to any direction, request or requirement (whether or not having the force of law but, if not having the force of law, being of a type with which Institutional Holders in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority;
(iv) to the disclosure of any such information to any regulators or auditors including the NAIC or any successor agency;
(v) to the disclosure of any such information to any other holder of a Note;
(vi) to the disclosure of any information to such Noteholder's counsel or accountants or those of any other holder of a Note;
(vii) to the disclosure of any information to any of such Noteholder's employees, agents or other professional advisors or those of any other holder of a Note;
(viii) to the disclosure of any information to Moody's, Standard & Poor's or any other nationally recognized rating agency;
(ix) to the extent that such Noteholder needs to disclose the information in question for the protection or enforcement of any of such Noteholder's rights or interests against the Issuer or the holder Parent, whether under this Agreement or otherwise; or
(x) to the prospective transferee in connection with any contemplated transfer of any Note of the Notes (or of any other evidence of Indebtedness security of the Constituent Companies Parent owned by such Noteholder or any Subsidiary gives Person advised by such Noteholder's investment advisor or any written notice or takes any other action with respect of its subsidiaries) by such Noteholder, provided that such prospective transferee shall agree (in writing) to be bound by the confidentiality provisions of this Section 5.18 as if it were a claimed default, in which case, any such visitation or inspection shall be at the sole expense holder of the Constituent CompaniesNotes hereunder.
Appears in 1 contract
Requested Information. With with reasonable promptness, such other data and information as you relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such Institutional Holder information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may reasonably requestbe delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Without limiting Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Constituent Companies will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' guidance, any of the properties of any Constituent Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of under no obligation to m▇▇▇ any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, any such visitation or inspection shall be at the sole expense of the Constituent CompaniesCompany Materials “PUBLIC.”
Appears in 1 contract
Sources: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Requested Information. With reasonable promptness, such other data and information as you the Purchasers or any such Institutional Holder may reasonably request, including, without limitation, such financial or other information as any holder of the Notes or any Person designated by such holder may reasonably determine as required to permit such holder to comply with requirements of Rule 144A promulgated under the Act in connection with the resale by it of the Notes. Without limiting the foregoing, the Constituent Companies Company will permit youany Purchaser, so long as you are such Purchaser is the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding Notes (or such Persons agent(s) as either you such Purchaser or such Institutional Holder may reasonably designate), ) to visit and inspect, under the Constituent Companies' Company's guidance, any of the properties of any Constituent the Company or any Restricted Subsidiary, and to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent the Company authorizes said such accountants to discuss with you any Purchaser the finances and affairs of such Constituent the Company and its Restricted Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation The Company shall be at the sole expense of you required to pay or reimburse any such Purchaser or any such Institutional Holder, unless a Default Holder for reasonable expenses which such Purchaser or any such Institutional Holder may incur in connection with any such visitation or inspection occurring at such time as any Event of Default shall have occurred and be continuing continuing. All information which is furnished to or obtained by any holder of Notes pursuant to this Section 5.15 or otherwise pursuant to this Agreement shall, if so requested in writing by the Company, be received and held in confidence unless or until the same has been publicly disclosed by the Company; provided, however, nothing herein contained shall limit or impair the right or obligation of any Institutional Holder of the Notes to disclose such information: (a) to its auditors, attorneys, employees or agents, (b) when required by any law, ordinance or governmental order, regulation, rule, policy, investigation or any regulatory authority request, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state, provincial or Federal regulatory body having or claiming to have jurisdiction over such Institutional Holder or to the United States National Association of Insurance Commissioners or similar organizations or their successors, (d) which is publicly available or readily ascertainable from public sources, or which is received by any Institutional Holder of the Notes from a third Person who or which is not bound to keep the same confidential, (e) in connection with any proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal, arbitration board or any governmental agency, commission, authority, board or similar entity, (f) in connection with the enforcement by an Institutional Holder of its rights under or in respect of this Agreement or the holder Notes after the occurrence of a Default or Event of Default, or (g) to the extent necessary in connection with any contemplated transfer of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, Notes by an Institutional Holder thereof (it being understood and agreed that any such visitation or inspection transferee which purchases such Notes shall itself be at bound by the sole expense of the Constituent Companiesterms and provisions hereof.)
Appears in 1 contract
Requested Information. With reasonable promptness, such other data and information as you the Purchaser or any such Institutional Holder may reasonably request, including, without limitation, such financial or other information as any holder of the Notes or any Person designated by such holder may reasonably determine as required to permit such holder to comply with requirements of Rule 144A promulgated under the Act in connection with the resale by it of the Notes. Without limiting the foregoing, the Constituent Companies Company will permit youthe Purchaser, so long as you are the Purchaser is the holder of any a Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding Notes (or such Persons agent(s) as either you the Purchaser or such Institutional Holder may reasonably designate), ) to visit and inspect, under the Constituent Companies' Company's guidance, any of the properties of any Constituent the Company or any Restricted Subsidiary, and to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent the Company authorizes said such accountants to discuss with you the Purchaser the finances and affairs of such Constituent the Company and its Restricted Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation The Company shall be at required to pay or reimburse the sole expense of you Purchaser or any such Institutional Holder, unless a Default Holder for reasonable expenses which the Purchaser or any such Institutional Holder may incur in connection with any such visitation or inspection occurring at such time as any Event of Default shall have occurred and be continuing continuing. All information which is furnished to or obtained by any holder of Notes pursuant to this Section 5.16 or otherwise pursuant to this Agreement shall, if so requested in writing by the Company, be received and held in confidence unless or until the same has been publicly disclosed by the Company; provided, however, nothing herein contained shall limit or impair the right or obligation of any Institutional Holder of the Notes to disclose such information: (a) to its auditors, trustees, advisors, attorneys, employees or agents, (b) when required by any law, ordinance or governmental order, regulation, rule, policy, investigation or any regulatory authority request, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state, provincial or Federal regulatory body having or claiming to have jurisdiction over such Institutional Holder or to the United States National Association of Insurance Commissioners or similar organizations or their successors, (d) which is publicly available or readily ascertainable from public sources, or which is received by any Institutional Holder of the Notes from a third Person who or which is not bound to keep the same confidential, (e) in connection with any proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal, arbitration board or any governmental agency, commission, authority, board or similar entity, (f) in connection with the enforcement by an Institutional Holder of its rights under or in respect of this Agreement or the holder Notes after the occurrence of a Default or Event of Default, or (g) to the extent necessary in connection with any contemplated transfer of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, Notes by an Institutional Holder thereof (it being understood and agreed that any such visitation or inspection transferee which purchases such Notes shall itself be at bound by the sole expense of the Constituent Companiesterms and provisions hereof.)
Appears in 1 contract
Requested Information. With reasonable promptnessPromptly, from time to time, such other data and reports or information as you the Administrative Agent or any such Institutional Holder Lender may reasonably request. Without limiting the foregoing, the Constituent Companies will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more Each of the aggregate principal amount Company and the Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may make available to the Lenders materials and/or information provided by or on behalf of the Notes then outstanding Company and the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or such Persons as either you another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or such Institutional Holder may reasonably designate)the Borrower, to visit and inspect, under the Constituent Companies' guidance, their Affiliates or their respective securities of any of the properties of any Constituent Company or any Subsidiary, to examine all of their books of account, records, reports foregoing and who may be engaged in investment and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action market-related activities with respect to a claimed default, in which case, any such visitation or inspection Person’s securities. Each of the Company and the Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the sole expense word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or the Borrower or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Constituent CompaniesPlatform designated “Public Investor”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.
Appears in 1 contract
Requested Information. With reasonable promptness, such other data and information as you or any such Institutional Holder may reasonably requestrequest if the request is limited to matters reasonably deemed by you or such Institutional Holder to be relevant to your or such Institutional Holder's investment in the Notes. Without limiting the foregoing, the Constituent Companies Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding Notes (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under after giving the Constituent Companies' guidanceCompany reasonable notice of and the opportunity to accompany you on such visitation or inspection, any of the properties of any Constituent the Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, and independent public accountants (and by this provision each Constituent the Company authorizes said accountants to discuss with you the finances and affairs of such Constituent the Company and its Subsidiaries) ), all at such reasonable times and as often as may be reasonably requested, if the request is limited to matters reasonably deemed by you or such Institutional Holder to be relevant to your or such Institutional Holder's investment in the Notes. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness Debt of the Constituent Companies Company or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, any such visitation or inspection shall be at the sole expense of the Constituent CompaniesCompany.
Appears in 1 contract
Requested Information. With reasonable promptnesspromptness in the ordinary course of business, such other data and information relating to the business, operations, affairs, financial conditions, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations under or in respect of this Agreement, the Series A Preferred Stock or the Certificate of Designation as you any Preferred Shareholder or any such Institutional Holder may reasonably request. Without limiting the foregoing, the Constituent Companies Company will permit youeach Preferred Shareholder, so long as you are it is the holder of any NoteSeries A Preferred Stock, and each other Institutional Holder of 5% or more shares of the aggregate principal amount Series A Preferred Stock, which by virtue of the Notes then outstanding holding such shares shall be bound by this Agreement (or such Persons as either you or such Institutional Holder may reasonably designate, PROVIDED that such Persons have agreed in writing to be bound by the provisions of Section 4.01(b) hereof), to visit and inspect, under the Constituent Companies' Company's guidance, any of the properties of any Constituent the Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, officers and independent public accountants and independent engineers (and by this provision each Constituent the Company authorizes and Old Matador authorize said accountants and independent engineers to discuss with you any Preferred Shareholder the finances and affairs of such Constituent the Company and its Subsidiaries) ), all at such reasonable times and as often as may be reasonably requestedrequested in good faith. Any visitation or inspection shall be at the sole expense of you the Preferred Shareholder or such Institutional Holder, unless a Default the Company or Event Old Matador has defaulted in the performance any of Default shall have occurred their obligations hereunder (and be continuing has knowledge of such default or has received written notice thereof) or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies Company or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, any such visitation or inspection shall be at the sole reasonable expense of the Constituent CompaniesCompany.
Appears in 1 contract
Sources: Preferred Stock Conversion Agreement (Matador Petroleum Corp)
Requested Information. With reasonable promptness, such other data and information as you or any such Institutional Holder may reasonably request. Without limiting request with respect to results of operations, financial condition, assets or properties of the foregoingCompany or any Subsidiary and pertinent to the ability of the Company to perform its obligations under this Agreement and the Notes, provided that if a Default or an Event of Default has occurred and is continuing, the Constituent Companies will permit you, so long as you are Company shall also provide such other data and information with respect to the holder of any Note, business and each Institutional Holder of 5% or more affairs of the aggregate principal amount of the Notes then outstanding (Company or such Persons any Subsidiary as either you or such Institutional Holder may shall reasonably designate)request. The Company shall permit the representatives of each holder of Notes that is an Institutional Holder: (x) if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and inspectaccounts of the Company and its Subsidiaries with the Company's officers, under and, with the Constituent Companies' guidanceconsent of the Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and (y) if a Default or Event of Default then exists, at the expense of the Company (including out-of-pocket expenses of any such holder, but excluding (1) salary expenses of employees of such holder conducting such visitation or inspection and (2) other internal overhead expenses of such holder) to visit and inspect any of the offices or properties of any Constituent the Company or any Subsidiary, to examine all of their respective books of account, records, reports and other papers, to make copies and extracts therefrom therefrom, and to discuss with you their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, officers and independent public accountants (and by this provision each Constituent the Company authorizes said accountants to discuss with you the affairs, finances and affairs accounts of such Constituent the Company and its Subsidiaries) ), all at such reasonable times and as often as may be reasonably requested. Any visitation shall You agree that you will keep confidential in accordance with your internal policies and procedures in effect from time to time for protecting confidential information of third parties delivered to you any written information with respect to the Company or its Subsidiaries which is furnished pursuant to this Agreement and which is designated by the Company or its Subsidiaries to you in writing as confidential, provided that you may disclose any such information (1) as has become generally available to the public (other than as a consequence of your actions) or to you on a non-confidential basis from a source other than the Company or its Subsidiaries or as was known to you on a non-confidential basis prior to its disclosure by the Company or its Subsidiaries, (2) as may be at the sole expense of required in your reasonable judgment in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over you or such Institutional Holderto the National Association of Insurance Commissioners or similar organizations or their successors, unless (3) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation, (4) to the extent that in your reasonable judgment you believe it required in order to protect your investment in the Notes following the occurrence of a Default or Event of Default shall have occurred and be continuing or, at any time, in order to comply with any law, order, regulation or the ruling applicable to you, (5) to your officers, trustees, employees, auditors or counsel or to rating agencies or another holder of the Notes, (6) to Persons who are parties to similar confidentiality agreements relating to the Notes, or (7) to a prospective transferee which has agreed in writing prior to its receipt of such confidential information to be bound by the provisions of this Section5.15 in connection with any Note or contemplated transfer of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to Notes by you. By its acceptance of a claimed default, in which caseNote, any such visitation or inspection transferee shall be at bound by the sole expense terms of the Constituent Companiesthis Section5.
Appears in 1 contract