02Certificates; Other Information. Deliver to the Lender, in form and detail satisfactory to the Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Company; (b) not later than 30 days after the beginning of each fiscal year of the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis; (c) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC: (d) promptly upon receipt thereof, a copy of each other report submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of the any Loan Party; (e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Company or any Subsidiary pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender pursuant to Section 7.01 or any other clause of this Section 7.02; (f) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party; and (g) promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as the Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered electronically 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 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third‑party website or whether sponsored by the Lender); provided that the Company shall notify the Lender (by telecopier or electronic mail) of the posting of any such documents (which notice shall be deemed satisfied if the Company has included the Lender on the Company's electronic distribution list on the Company's investor relations website for SEC filings).
Appears in 1 contract
Sources: Credit Agreement (Wd 40 Co)
02Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Lender: Administrative Agent and the Required Lenders:
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by the chief executive officer, chief financial officer, treasurer electronic communication including fax or controller of the Company; e-mail and shall be deemed to be an original authentic counterpart thereof for all purposes);
(b) not later than 30 days after concurrently with the beginning of each fiscal year delivery of the Companyfinancial statements referred to in Sections 7.01(a) and (b), commencing with the fiscal year beginning September 1a duly completed Unencumbered Pool Report (which delivery may, 2011unless Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or e-mail and shall be deemed to be an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis; original authentic counterpart thereof for all purposes);
(c) promptly upon transmission thereofafter any request by the Administrative Agent or any Lender, copies of all such financial statementsany detailed audit reports, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report management letters or recommendations submitted to any Loan Party the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with any annual, interim the accounts or special audit made by them of the books of the Parent or any Loan Party; Subsidiary, or any audit of any of them;
(d) after the same are available, and promptly after request by the Administrative Agent or any Lender, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e) not later than seven (7) Business Days after the Parent or the Borrower receives notice of the same from any Rating Agency or otherwise learns of the same, notice of the issuance of any change or withdrawal in the Credit Rating by any Rating Agency in respect of the Parent or the Borrower, together with the details thereof, and of any announcement by such Rating Agency that any such Credit Rating is “under review” or that any such Credit Rating has been placed on a watch list or that any similar action has been taking by such Rating Agency;
(f) to the extent applicable, promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Company Parent or any Subsidiary Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 or any other clause of this Section 7.02; ;
(fg) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan PartyParent or Borrower, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible investigation other material inquiry by such agency regarding financial or other operational results of any Loan Party; and Party unless restricted from doing so by such agency;
(gh) promptly, such additional reasonable and customary information regarding the business, financial or corporate affairs of the Company Parent or Borrower or any SubsidiaryUnencumbered Pool Property, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request, to the extent such information is in a Loan Party’s possession or control; and
(i) promptly provide (i) upon request of the Administrative Agent or any Lender, confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Administrative Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) upon request of the Administrative Agent or any Lender, such other information and documentation as may reasonably be requested by Administrative Agent or such Lender from time to time for purposes of compliance by Administrative Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Administrative Agent or such Lender to comply therewith. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(c7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered electronically on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Lender has Administrative Agent have access (whether a commercial, third‑party third-party website or whether sponsored by the LenderAdministrative Agent); provided that that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) 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 (which notice i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Parent and Borrower hereby acknowledge that (a) Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Parent and ▇▇▇▇▇▇▇▇ hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent, Borrower or their Affiliates, or the respective Equity Interests of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Equity Interests. Parent and Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent and Borrower shall be deemed satisfied if to have authorized Administrative Agent, Arrangers and the Company has included Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Parent and Borrower or their Equity Interests for purposes of United States federal and state securities laws (provided that to the Lender extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform not designated “Public Side Information.”
Appears in 1 contract
02Certificates; Other Information. Deliver to the Administrative Agent (which will promptly furnish such information to each Lender, in form and detail satisfactory to the Lender: ):
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b), ) (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the CompanyBorrower (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); which shall contain a listing of each Unrestricted Subsidiary designated as of the date thereof;
(b) not later than 30 days promptly after the beginning of each fiscal year of the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis;
(c) promptly upon transmission thereofsame are publicly available, copies of all such financial statementseach annual report, proxy statementsor financial statement or other report or communication sent to the stockholders of the Borrower, notices and reports as it shall send to its public stockholders and copies of all annual, regular, periodic and special reports and registration statements (without exhibits) and all reports which it files the Borrower may file or be required to file with the SEC: SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(d) promptly upon receipt thereof, a copy of each other report submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of the any Loan Party;
(ec) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of the Company or any Subsidiary Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement in each case with an outstanding principal amount above the Threshold Amount and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.02; 6.02;
(fd) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation (or possible investigation or other inquiry that the Borrower believes is reasonably likely to lead to an investigation) by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof, to the extent permitted by Law;
(e) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation;
(f) concurrently with the delivery of the financial statements referred to in Section 6.01(a) for each fiscal year, a report supplementing Schedule 5.17 hereto, setting forth (A) a list of registration numbers for all patents, trademarks, and copyrights of any Loan PartyParty registered with the U.S. Patent and Trademark Office and the U.S. Copyright Office during such fiscal year and (B) a list of all patent applications, trademark applications, and copyright applications submitted by any Loan Party to the U.S. Patent and Trademark Office or the U.S. Copyright Office during such fiscal year; each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
(g) promptlyfrom time to time, such additional information regarding the business, financial financial, or corporate affairs of the Company any Loan Party or any SubsidiaryRestricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to be delivered pursuant to Section 7.01(athe Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) or Section 7.02(ccertain of the Lenders (each, a “Public Lender”) (may have personnel who do not wish to receive material non-public information with respect to the extent Borrower or its Affiliates, or the respective securities of any such documents are included in materials otherwise filed with of the SEC) foregoing, and who may be delivered electronically engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been delivered electronically on authorized the date Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (ialthough it may be sensitive and proprietary) on which with respect to the Company posts Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such documentsBorrower Materials constitute Information, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third‑party website or whether sponsored by the Lenderthey shall be treated as set forth in Section 11.07); provided that the Company shall notify the Lender (by telecopier or electronic maily) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the posting of any such documents Platform designated “Public Side Information;” and (which notice z) the Administrative Agent and the Arranger shall be deemed satisfied if entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company has included the Lender on the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform not designated “Public Side Information.”
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
02Certificates; Other Information. Deliver to the Administrative Agent (which will promptly furnish such information to each Lender, in form and detail satisfactory to the Lender: ):
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b), ) (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the CompanyBorrower (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); which shall contain a listing of each Unrestricted Subsidiary designated as of the date thereof;
(b) not later than 30 days promptly after the beginning of each fiscal year of the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis;
(c) promptly upon transmission thereofsame are publicly available, copies of all such financial statementseach annual report, proxy statementsor financial statement or other report or communication sent to the stockholders of the Borrower, notices and reports as it shall send to its public stockholders and copies of all annual, regular, periodic and special reports and registration statements (without exhibits) and all reports which it files the Borrower may file or be required to file with the SEC: SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(d) promptly upon receipt thereof, a copy of each other report submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of the any Loan Party;
(ec) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of the Company or any Subsidiary Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement in each case with an outstanding principal amount above the Threshold Amount and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.02; 6.02;
(fd) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation (or possible investigation or other inquiry that the Borrower believes is reasonably likely to lead to an investigation) by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof, to the extent permitted by Law;
(e) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with -99- applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation;
(f) concurrently with the delivery of the financial statements referred to in Section 6.01(a) for each fiscal year, a report supplementing Schedule 5.17 hereto, setting forth (A) a list of registration numbers for all patents, trademarks, and copyrights of any Loan PartyParty registered with the U.S. Patent and Trademark Office and the U.S. Copyright Office during such fiscal year and (B) a list of all patent applications, trademark applications, and copyright applications submitted by any Loan Party to the U.S. Patent and Trademark Office or the U.S. Copyright Office during such fiscal year; each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
(g) promptlyfrom time to time, such additional information regarding the business, financial financial, or corporate affairs of the Company any Loan Party or any SubsidiaryRestricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to be delivered pursuant to Section 7.01(athe Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) or Section 7.02(ccertain of the Lenders (each, a “Public Lender”) (may have personnel who do not wish to receive material non-public information with respect to the extent Borrower or its Affiliates, or the respective securities of any such documents are included in materials otherwise filed with of the SEC) foregoing, and who may be delivered electronically engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been delivered electronically on authorized the date Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (ialthough it may be sensitive and proprietary) on which with respect to the Company posts Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such documentsBorrower Materials constitute Information, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third‑party website or whether sponsored by the Lenderthey shall be treated as set forth in Section 11.07); provided that the Company shall notify the Lender (by telecopier or electronic maily) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the posting of any such documents Platform designated “Public Side Information;” and (which notice z) the Administrative Agent and the Arranger shall be deemed satisfied if entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company has included the Lender on the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform not designated “Public Side Information.”
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
02Certificates; Other Information. Deliver to the Agent a sufficient number of copies for delivery by Agent to each Lender, in form and detail reasonably satisfactory to Agent and the LenderRequired Lenders:
(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Registered Public Accounting Firm certifying such financial statements; concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the CompanyBorrower;
(b) not later than 30 days promptly after the beginning of each fiscal year of the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis;
(c) promptly upon transmission thereofany request by Agent or any Lender, copies of all such financial statementsany detailed audit reports, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report management letters or recommendations submitted to any Loan Party the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any Subsidiary, or any audit of any of them; promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, interim regular, periodic and special reports and registration statements which Borrower may file or special audit made by them be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the books Securities Exchange Act of the any Loan Party1934, and not otherwise required to be delivered to Agent pursuant hereto;
(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Company any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.026.02;
(f) promptly, and in any event within five Business Days after receipt thereof by any Loan PartyParty or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC Securities and Exchange Commission (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan PartyParty or any Subsidiary thereof; and
(g) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Agent or any Lender may from time to time reasonably request. Documents required Borrower hereby acknowledges that (a) Agent and/or Arranger will make available to be delivered pursuant to Section 7.01(aLenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower hereunder (collectively, "Borrower Materials") by posting Borrower Materials on IntraLinks or another similar electronic system (the "Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or Section 7.02(cits securities) (each, a "Public Lender"). 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 extent any such documents are included in materials otherwise filed with word "PUBLIC" shall appear prominently on the SECfirst page thereof; (x) may be delivered electronically and by marking Borrower Materials "PUBLIC," Borrower shall be deemed to have been delivered electronically on authorized Agent, the date L/C Issuer, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (i) on which provided, however, that to the Company posts extent such documentsBorrower Materials constitute Information, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third‑party website or whether sponsored by the Lenderthey shall be treated as set forth in Section 10.07); provided that the Company shall notify the Lender (by telecopier or electronic maily) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the posting of any such documents Platform designated "Public Investor;" and (which notice z) Agent and/or Arranger shall be deemed satisfied if entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Company has included the Lender on the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform not designated "Public Investor."
Appears in 1 contract
Sources: Revolving Credit Agreement (Green Mountain Coffee Roasters Inc)
02Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Lender: Administrative Agent and the Required Lenders:
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by the chief executive officer, chief financial officer, treasurer electronic communication including fax or controller of the Company; e-mail and shall be deemed to be an original authentic counterpart thereof for all purposes);
(b) not later than 30 days after concurrently with the beginning of each fiscal year delivery of the Companyfinancial statements referred to in Sections 7.01(a) and (b), commencing with the fiscal year beginning September 1a duly completed Unencumbered Pool Report (which delivery may, 2011unless Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or e-mail and shall be deemed to be an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis; original authentic counterpart thereof for all purposes);
(c) promptly upon transmission thereofafter any request by the Administrative Agent or any Lender, copies of all such financial statementsany detailed audit reports, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report management letters or recommendations submitted to any Loan Party the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with any annual, interim the accounts or special audit made by them of the books of the Parent or any Loan Party; Subsidiary, or any audit of any of them;
(d) after the same are available, and promptly after request by the Administrative Agent or any Lender, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e) not later than seven (7) Business Days after the Parent or the Borrower receives notice of the same from any Rating Agency or otherwise learns of the same, notice of the issuance of any change or withdrawal in the Credit Rating by any Rating Agency in respect of the Parent or the Borrower, together with the details thereof, and of any announcement by such Rating Agency that any such Credit Rating is “under review” or that any such Credit Rating has been placed on a watch list or that any similar action has been taking by such Rating Agency;
(f) to the extent applicable, promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Company Parent or any Subsidiary Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 or any other clause of this Section 7.02; ;
(fg) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan PartyParent or Borrower, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible investigation other material inquiry by such agency regarding financial or other operational results of any Loan Party; and Party unless restricted from doing so by such agency;
(gh) promptly, such additional reasonable and customary information regarding the business, financial or corporate affairs of the Company Parent or Borrower or any SubsidiaryUnencumbered Pool Property, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request, to the extent such information is in a Loan Party’s possession or control; and
(i) promptly provide (i) upon request of the Administrative Agent or any Lender, confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Administrative Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) upon request of the Administrative Agent or any Lender, such other information and documentation as may reasonably be requested by Administrative Agent or such Lender from time to time for purposes of compliance by Administrative Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Administrative Agent or such Lender to comply therewith. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(c7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered electronically on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Lender has Administrative Agent have access (whether a commercial, third‑party third-party website or whether sponsored by the LenderAdministrative Agent); provided that that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) 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 (which notice i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Parent and Borrower hereby acknowledge that (a) Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of Parent and Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent, Borrower or their Affiliates, or the respective Equity Interests of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Equity Interests. Parent and Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Parent and Borrower shall be deemed satisfied if to have authorized Administrative Agent, Arrangers and the Company has included Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Parent and Borrower or their Equity Interests for purposes of United States federal and state securities laws (provided that to the Lender extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform not designated “Public Side Information.”
Appears in 1 contract
02Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Lender: Administrative Agent and the Required Lenders:
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Company; Borrower;
(b) not later than 30 days promptly after any request by the beginning of each fiscal year of the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis;
(c) promptly upon transmission thereofAdministrative Agent or any Lender, copies of all such financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report any management letters or recommendations submitted to any Loan Party all members of the board of directors (or all members of the audit committee of the board of directors) of the Borrower by independent accountants in connection with any annual, interim the accounts or special audit made by them of the books of the Borrower or any Loan Party; Subsidiary, or any audit of any of them;
(c) intentionally omitted;
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Company or any Subsidiary pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender pursuant to Section 7.01 or any other clause of this Section 7.02;
(f) promptly, and in any event within five Business Days after receipt thereof by any Loan PartyParty or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan PartyParty or any Subsidiary thereof; and and
(gf) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Lender Administrative Agent, at the request of any Lender, may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and shall be deemed to have been delivered electronically 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 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third‑party website or whether sponsored by the Lender); provided that the Company shall notify the Lender (by telecopier or electronic mail) of the posting of any such documents (which notice shall be deemed satisfied if the Company has included the Lender on the Company's electronic distribution list on the Company's investor relations website for SEC filings). .
Appears in 1 contract
Sources: Credit Agreement (United States Lime & Minerals Inc)
02Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Lender: Administrative Agent and the Required Lenders:
(a) [reserved];
(b) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended March 31, 2021), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the CompanyBorrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes), which Compliance Certificate shall (x) provide that no Default exists or, if a Default exists, specifying the nature and extent thereof;
(by) not later than 30 days after set forth (i) any change in the beginning identity of each fiscal year any of the CompanyImmaterial Subsidiaries during such period and (ii) a detailed calculation of the Consolidated Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio in each case as of the last day of such period, commencing and solely with respect to the delivery concurrently with the financial statements referred to in Section 6.01(a), a calculation of Excess Cash Flow for such fiscal year beginning September 1year); and (z) set forth all patents, 2011trademarks, an annual business plan registered copyrights, service marks, and budget of the Company material license agreements owned by each Loan Party or Subsidiary or to which a Loan Party or Subsidiary is a party and its Subsidiaries that is not set forth on a consolidated basis; Schedule 5.17 hereto or on any previously delivered Compliance Certificate;
(c) promptly upon transmission thereofafter request therefor, copies of all such financial statements, proxy statements, notices and any detailed audit reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report or management letters submitted to any Loan Party the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with any annual, interim or special audit made by them of the books Borrower or any Subsidiary as the Administrative Agent may reasonably request;
(d) promptly after the same become publicly available, copies of all periodic and other reports, definitive proxy statements and other materials filed by any Loan Party with the SEC (other than any routine ministerial statements, notices, reports or other documents), or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by any Loan Party; Party to its shareholders generally, as the case may be;
(e) promptly after the furnishing thereof, copies of any statement or report (oth0065r than any routine ministerial statements or reports) furnished to any holder of debt securities obligations pursuant to a Material Indebtedness Agreement of the Company or any Subsidiary Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.02; 6.02;
(f) [reserved];
(g) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan PartyParty or any Subsidiary thereof, copies of each written notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party; and Party or any Subsidiary thereof;
(gh) promptlyif so requested by the Administrative Agent, not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all material notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or any Material Indebtedness Agreement and, from time to time upon request by the Administrative Agent, such additional information and reports regarding any Related Document or any Material Indebtedness Agreement as the Administrative Agent may reasonably request;
(i) promptly after receipt of any written notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing against any Loan Party or any Subsidiary that (i) seeks damages in excess of $4,000,000, (ii) seeks injunctive relief that has resulted, or, either individually or in the aggregate, would reasonably be expected to result, in a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets that has resulted, or, either individually or in the aggregate, would reasonably be expected to result, in a Material Adverse Effect, (iv) alleges criminal misconduct by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or related Requirement of Law, or seeks to impose Environmental Liability that has resulted, or, either individually or in the aggregate, would reasonably be expected to result, in a Material Adverse Effect, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $4,000,000 in respect of any tax, fee, assessment, or other governmental charge, or (vii) involves any product recall that has resulted, or, either individually or in the aggregate, would reasonably be expected to result, in a Material Adverse Effect;
(j) within forty-five (45) days after the end of each fiscal year of the Borrower, (i) a report supplementing Schedule 5.05 and Schedule 5.09, including an identification of all owned and leased real property disposed of by any Loan Party or any Subsidiary thereof during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a report supplementing Schedules 5.01 and 5.17 containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
(k) promptly after any Loan Party or any Subsidiary thereof obtains knowledge that any Loan Party or any Subsidiary thereof or any Person that owns, directly or indirectly, any Equity Interest of any Loan Party or any Subsidiary thereof, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is in violation or breach of any of Section 6.08(b) or 7.10, such Loan Party or Subsidiary will deliver reasonably prompt notice to the Administrative Agent and the Lenders of such violation; and
(l) promptly following any request therefor, (i) such other information regarding the businessoperations, changes in ownership of Equity Interests, business affairs and financial or corporate affairs condition of the Company any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documentsthis Agreement, as the Administrative Agent or any Lender may from time to time reasonably request, and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” rules and Anti-Money Laundering Laws, including the USA PATRIOT Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 7.01(a6.01(a) or (b) or Section 7.02(c6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered electronically on the date (i) on which such materials are publicly available as posted on the Company Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇); or (ii) on which the Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 11.0210.02; or (iiiii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Lender has Administrative Agent have access (whether a commercial, third‑party third-party website or whether sponsored by the LenderAdministrative Agent); provided that the Company Borrower shall notify deliver paper copies of such documents to the Administrative Agent or any Lender (upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by telecopier the Administrative Agent or electronic mail) such Lender. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the posting documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material nonpublic information (for purposes of the United States Federal and state securities laws) with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such documents Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (which notice x) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof and (y) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed satisfied if to have authorized the Company has included Administrative Agent and the Lender on Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Company's electronic distribution list on Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the Company's investor relations website for SEC filingsextent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07). .
Appears in 1 contract
Sources: Term Loan Credit Agreement (Nn Inc)
02Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the LenderAdministrative Agent and the Required Lenders:
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by the chief executive officer, chief financial officer, treasurer electronic communication including fax or controller of the Companye-mail and shall be deemed to be an original authentic counterpart thereof for all purposes);
(b) not later than 30 days after concurrently with the beginning of each fiscal year delivery of the Companyfinancial statements referred to in Sections 7.01(a) and (b), commencing with the fiscal year beginning September 1a duly completed Unencumbered Pool Report (which delivery may, 2011unless Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or e-mail and shall be deemed to be an annual business plan and budget of the Company and its Subsidiaries on a consolidated basisoriginal authentic counterpart thereof for all purposes);
(c) promptly upon transmission thereofafter any request by the Administrative Agent or any Lender, copies of all such financial statementsany detailed audit reports, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report management letters or recommendations submitted to any Loan Party the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with any annual, interim the accounts or special audit made by them of the books of the Parent or any Loan PartySubsidiary, or any audit of any of them;
(d) after the same are available, and promptly after request by the Administrative Agent or any Lender, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e) not later than seven (7) Business Days after the Parent or the Borrower receives notice of the same from any Rating Agency or otherwise learns of the same, notice of the issuance of any change or withdrawal in the Credit Rating by any Rating Agency in respect of the Parent or the Borrower, together with the details thereof, and of any announcement by such Rating Agency that any such Credit Rating is “under review” or that any such Credit Rating has been placed on a watch list or that any similar action has been taking by such Rating Agency;
(f) to the extent applicable, promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the Company Parent or any Subsidiary Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 or any other clause of this Section 7.02;
(fg) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan PartyParent or Borrower, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible investigation other material inquiry by such agency regarding financial or other operational results of any Loan Party; and Party unless restricted from doing so by such agency;
(gh) promptly, such additional reasonable and customary information regarding the business, financial or corporate affairs of the Company Parent or Borrower or any SubsidiaryUnencumbered Pool Property, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request, to the extent such information is in a Loan Party’s possession or control; and
(i) promptly provide (i) upon request of the Administrative Agent or any Lender, confirmation of the accuracy of the information set forth in the most recent Certificate of Beneficial Ownership provided to the Administrative Agent and Lenders; (ii) a new Certificate of Beneficial Ownership, in form and substance acceptable to Administrative Agent and each Lender, when the individual(s) to be identified as a Beneficial Owner have changed; and (iii) upon request of the Administrative Agent or any Lender, such other information and documentation as may reasonably be requested by Administrative Agent or such Lender from time to time for purposes of compliance by Administrative Agent or such Lender with applicable laws (including without limitation the USA Patriot Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by Administrative Agent or such Lender to comply therewith. Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02(c7.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered electronically on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Lender has Administrative Agent have access (whether a commercial, third‑party third-party website or whether sponsored by the LenderAdministrative Agent); provided that that: (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) 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 (which notice i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be deemed satisfied if solely responsible for requesting delivery to it or maintaining its copies of such documents. Parent and Borrower hereby acknowledge that (a) Administrative Agent and/or the Company has included Arrangers will make available to the Lender Lenders and L/C Issuers materials and/or information provided by or on behalf of ▇▇▇▇▇▇ and Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Parent, Borrower or their Affiliates, or the respective Equity Interests of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ Equity Interests. Parent and Borrower hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the Company's electronic distribution list on the Company's investor relations website for SEC filings). first page thereof;
Appears in 1 contract
02Certificates; Other Information. Deliver to the Administrative Agent (which will promptly furnish such information to each Lender, in form and detail satisfactory to the Lender: ):
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b), ) (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the CompanyBorrower (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); which shall contain a listing of each Unrestricted Subsidiary designated as of the date thereof;
(b) not later than 30 days promptly after the beginning same are publicly available, copies of each fiscal year annual report, proxy or financial statement or other report or communication sent to the stockholders of the CompanyBorrower, commencing and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the fiscal year beginning September 1, 2011, an annual business plan and budget SEC under Section 13 or 15(d) of the Company Securities Exchange Act of 1934, or with any national securities exchange, and its Subsidiaries on a consolidated basis; in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(c) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of the any Loan Party;
(e) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of the Company or any Subsidiary Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement in each case with an outstanding principal amount above the Threshold Amount and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.02; 6.02;
(fd) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation (or possible investigation or other inquiry that the Borrower believes is reasonably likely to lead to an investigation) by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof, to the extent permitted by Law;
(e) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender that is required for compliance with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation;
(f) concurrently with the delivery of the financial statements referred to in Section 6.01(a) for each fiscal year, a report supplementing Schedule 5.17 hereto, setting forth (A) a list of registration numbers for all patents, trademarks, and copyrights of any Loan PartyParty registered with the U.S. Patent and Trademark Office and the U.S. Copyright Office during such fiscal year and (B) a list of all patent applications, trademark applications, and copyright applications submitted by any Loan Party to the U.S. Patent and Trademark Office or the U.S. Copyright Office during such fiscal year; each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
(g) promptlyfrom time to time, such additional information regarding the business, financial financial, or corporate affairs of the Company any Loan Party or any SubsidiaryRestricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to be delivered pursuant to Section 7.01(athe Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) or Section 7.02(ccertain of the Lenders (each, a “Public Lender”) (may have personnel who do not wish to receive material non-public information with respect to the extent Borrower or its Affiliates, or the respective securities of any such documents are included in materials otherwise filed with of the SEC) foregoing, and who may be delivered electronically engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been delivered electronically on authorized the date Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (ialthough it may be sensitive and proprietary) on which with respect to the Company posts Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such documentsBorrower Materials constitute Information, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third‑party website or whether sponsored by the Lenderthey shall be treated as set forth in Section 11.07); provided that the Company shall notify the Lender (by telecopier or electronic maily) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the posting of any such documents Platform designated “Public Side Information;” and (which notice z) the Administrative Agent and the Arranger shall be deemed satisfied if entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company has included the Lender on the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform not designated “Public Side Information.”
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
02Certificates; Other Information. Deliver to the Administrative Agent (which will promptly furnish such information to each Lender, in form and detail satisfactory to the Lender: ):
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b), ) (i) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the CompanyBorrower (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); which shall contain a listing of each Unrestricted Subsidiary designated as of the date thereof;
(b) not later than 30 days promptly after the beginning of each fiscal year of the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis;
(c) promptly upon transmission thereofsame are publicly available, copies of all such financial statementseach annual report, proxy statementsor financial statement or other report or communication sent to the stockholders of the Borrower, notices and reports as it shall send to its public stockholders and copies of all annual, regular, periodic and special reports and registration statements (without exhibits) and all reports which it files the Borrower may file or be required to file with the SEC: SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(d) promptly upon receipt thereof, a copy of each other report submitted to any Loan Party by independent accountants in connection with any annual, interim or special audit made by them of the books of the any Loan Party;
(ec) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of the Company or any Subsidiary Loan Party pursuant to the terms of any indenture, loan or credit or similar agreement in each case with an outstanding principal amount above the Threshold Amount and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.026.02;
(fd) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation (or possible investigation or other inquiry that the Borrower believes is reasonably likely to lead to an investigation) by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof, to the extent permitted by Law;
(e) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation;
(f) concurrently with the delivery of the financial statements referred to in Section 6.01(a) for each fiscal year, a report supplementing Schedule 5.17 hereto, setting forth (A) a list of registration numbers for all patents, trademarks, and copyrights of any Loan PartyParty registered with the U.S. Patent and Trademark Office and the U.S. Copyright Office during such fiscal year and (B) a list of all patent applications, trademark applications, and copyright applications submitted by any Loan Party to the U.S. Patent and Trademark Office or the U.S. Copyright Office during such fiscal year; each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
(g) promptlyfrom time to time, such additional information regarding the business, financial financial, or corporate affairs of the Company any Loan Party or any SubsidiaryRestricted Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to be delivered pursuant to Section 7.01(athe Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) or Section 7.02(ccertain of the Lenders (each, a “Public Lender”) (may have personnel who do not wish to receive material non-public information with respect to the extent Borrower or its Affiliates, or the respective securities of any such documents are included in materials otherwise filed with of the SEC) foregoing, and who may be delivered electronically engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been delivered electronically on authorized the date Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (ialthough it may be sensitive and proprietary) on which with respect to the Company posts Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such documentsBorrower Materials constitute Information, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third‑party website or whether sponsored by the Lenderthey shall be treated as set forth in Section 11.07); provided that the Company shall notify the Lender (by telecopier or electronic maily) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the posting of any such documents Platform designated “Public Side Information;” and (which notice z) the Administrative Agent and the Arranger shall be deemed satisfied if entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company has included the Lender on the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform not designated “Public Side Information.”
Appears in 1 contract
Sources: Credit Agreement (TopBuild Corp)
02Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Lender: Administrative Agent and the Required Lenders:
(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended June 26, 2021), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Company; Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
(b) not later than 30 days promptly after any request by the beginning of each fiscal year of the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis;
(c) promptly upon transmission thereofAdministrative Agent or any Lender, copies of all such financial statementsany detailed audit reports, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report management letters or recommendations submitted to any Loan Party the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with any annual, interim the accounts or special audit made by them of the books of the Borrower or any Subsidiary, or any audit of any of them;
(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(d) promptly, and in any event within five Business Days after receipt thereof by any Loan Party; Party or any Subsidiary thereof, copies of each notice of investigation, enforcement or similar action or any other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;
(e) promptly, and any event no later than five Business Days prior to entering into such credit facilities, notice of the intent to enter into any Real Estate Secured Term Loan Facility or any other credit facility subject to Section 7.13;
(f) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of the Senior Notes or any other debt securities of the Company any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.02;
(f) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party; and 6.02;
(g) promptly following any requests therefor, provide information and documentation reasonably requested by Administrative Agent or any Lender for purposes of compliance with 76 applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation; and
(h) promptly, such additional information regarding the business, financial or corporate affairs of the Company Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a6.01(a) or (b) or Section 7.02(c6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered electronically on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 11.0210.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Lender has Administrative Agent have access (whether a commercial, third‑party third-party website or whether sponsored by the LenderAdministrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Company Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) 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 (which notice i.e., soft copies) of such documents. 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 Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market- related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed satisfied if to have authorized the Company has included Administrative Agent, the Lender Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the 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 Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company's electronic distribution list on the Company's investor relations website for SEC filings). Platform that is not designated “Public Side Information”.
Appears in 1 contract
02Certificates; Other Information. Deliver to the Administrative Agent for distribution to each Lender, in form and detail satisfactory to the Lender: :
(a) (i) concurrently with the delivery of the financial statements referred to in Sections 7.01(a6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Company; Borrower, which, for the avoidance of doubt, shall include the calculation of the Consolidated Total Leverage Ratio and, if applicable, the Consolidated Interest Coverage Ratio and the Consolidated Senior Secured Leverage Ratio for each period covered thereby after the Closing Date, prior to the applicable Collateral Release Date, a certification that the Mortgage Requirement is then satisfied, and reports of the throughput with respect to each of the Pipeline Systems and (ii) concurrently with the delivery of the financial statements referred to in Section 6.01(a), an updated Perfection Certificate;
(b) not later than 30 days promptly after any request by the beginning of each fiscal year of Administrative Agent, or any Lender through the Company, commencing with the fiscal year beginning September 1, 2011, an annual business plan and budget of the Company and its Subsidiaries on a consolidated basis;
(c) promptly upon transmission thereofAdministrative Agent, copies of all such financial statementsany detailed audit reports, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits) and all reports which it files with the SEC:
(d) promptly upon receipt thereof, a copy of each other report management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any audit of any of them;
(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, interim regular, periodic and special reports and registration statements which the Borrower may file or special audit made by them be required to file with the SEC under Section 13 or 15(d) of the books Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the any Loan PartyAdministrative Agent pursuant hereto;
(ed) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party in excess of the Company Threshold Amount (other than (i) with respect to any Indebtedness permitted under Section 7.02(a)(v) or any Subsidiary (ii) during an Investment Grade Period, Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for equipment or other fixed or capital assets) pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender Lenders pursuant to Section 7.01 6.01 or any other clause of this Section 7.02; 6.02;
(fe) promptly, and in any event within five Business Days after receipt thereof by any Loan Party, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party; ;
(f) not later than five Business Days after receipt thereof by any Loan Party, copies of all notices of default, demands, amendments, waivers and other modifications so received under or pursuant to any instrument, indenture, loan or credit or similar agreement, in each case, in excess of the Threshold Amount, and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request;
(g) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any knowledge of the Borrower of any noncompliance by any Loan Party with any Environmental Law or Environmental Permit that could (i) reasonably be expected to have a Material Adverse Effect or (ii) reasonably be expected to cause any Pipeline System or other material asset described in the Mortgages to be subject to any material restrictions on use in the Loan Parties’ businesses under any Environmental Law;
(h) as soon as available, but in any event within 30 days after each September 30 and March 31, beginning with March 31, 2025 (or such later date as the Administrative Agent may agree in its reasonable discretion), (i) a report supplementing Schedules 5.08(b) and 5.08(c), including an identification of all owned and leased Real Property and Easements disposed of by any Loan Party during such period, a list and description (including the relevant information described in Section 5.08) of all Real Property or Easements acquired or leased during such period and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a report supplementing Schedules 5.14 and 7.03(f) containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
(i) promptly, and in any event within 45 days after the end of each year (or such later date as the Administrative Agent may agree), a report of all new Material Contracts executed during such year and all Material Contracts that expired or were terminated during such year;
(j) within thirty (30) days (or such later date as the Administrative Agent may agree in its sole discretion) after consummation of a Material Acquisition, deliver an updated Perfection Certificate to the Administrative Agent and the Lenders, in substance reasonably satisfactory to the Administrative Agent; and
(k) promptly, such additional information regarding the business, financial financial, legal or corporate affairs of the Company or any SubsidiaryRelevant Party, or compliance with the terms of the Loan Documents, as the Lender Administrative Agent, or the Required Lenders through the Administrative Agent, may from time to time reasonably request. Documents required to be delivered pursuant to Section 7.01(a) or (b) 6.01 or Section 7.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered electronically on the date (i) on which the Company Borrower emails such documents to the Administrative Agent or the Lenders, as applicable, or posts such documents, documents or provides a link thereto on the CompanyBorrower’s website on the Internet at the website address listed on Schedule 11.0210.02; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Lender has Administrative Agent have access (whether a commercial, third‑party third-party website or whether sponsored by the LenderAdministrative Agent), or (iii) on which such documents are filed of record with the SEC; provided that (i) the Company Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies and (ii) other than with respect to regularly scheduled periodic reporting of financial information, 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 (which notice 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 6.02(a) 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 WFS will make available to the Lenders, the Swingline Lender 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, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed satisfied if to have authorized the Company has included Administrative Agent, WFS, the Lender Swingline Lender, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and WFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Company's electronic distribution list on Platform not designated “Public Side Information.” Notwithstanding the Company's investor relations website for SEC filings). foregoing, the Borrower shall be under no Obligation to mark any Borrower Materials “PUBLIC”.
Appears in 1 contract