Common use of Financial and Business Information Clause in Contracts

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser): (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC within the time period specified above the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 3 contracts

Samples: Note Purchase Agreement (Teledyne Technologies Inc), Note Purchase Agreement (Teledyne Technologies Inc), Note Purchase Agreement (Teledyne Technologies Inc)

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Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Notes a Note that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and the absence of footnotes, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Quarterly Report on Form 10 10-Q available on “XXXXX” and under available through the investor relations tab on its home page on the worldwide web Company’s website (at the date of this Agreement Execution Date located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 3 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements - within 60 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year Fiscal Year of the Company (other than the last quarterly fiscal period of each such fiscal yearFiscal Year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year Fiscal Year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to the absence of footnotes and changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 Q become available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxor any successor system thereto) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 2 contracts

Samples: Second Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co), Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and changes in cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q 10‑Q if it shall (1) have timely made such Form 10 Q 10‑Q available on “XXXXX” and under or on, or through a link on, the investor relations tab on its home page on the worldwide web (at the date website of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company or its parent, South Jersey Industries, Inc., and shall have notified given each holder (by telecopier Institutional Investor prior notice of such availability on XXXXX or electronic mail) on or through the website of the posting of such Form 10 Q Company or its parent in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 2 contracts

Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co), Note Purchase Agreement (SOUTH JERSEY GAS Co)

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Notes a Note that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and the absence of footnotes, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 Q 10‑Q if it shall (1) have timely made such Quarterly Report on Form 10 Q 10‑Q available on “XXXXX” and under available through the investor relations tab on its home page on the worldwide web Company’s website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 2 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — promptly after the same are available and in any event within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, in the case of the first fiscal quarter, for such quarter quarter, and (in the case of the second and third quarters) , for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided, provided however, that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” the Securities and under the investor relations tab on Exchange Commission’s XXXXX system, or its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);successor thereto.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Arch Chemicals Inc), Note Purchase and Private Shelf Agreement (Arch Chemicals Inc)

Financial and Business Information. The Company shall deliver to each registered holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Notes: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Form 10 Q 10--Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web Internet website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxxxx.xxxxxxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on the Company’s Internet website in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 2 contracts

Samples: Note Purchase Agreement (ServisFirst Bancshares, Inc.), Note Purchase Agreement (ServisFirst Bancshares, Inc.)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and changes in cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under or on, or through a link on, the investor relations tab on its home page on the worldwide web (at the date website of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company or its parent, South Jersey Industries, Inc., and shall have notified each given such holder (by telecopier prior notice of such availability on XXXXX or electronic mail) on or through the website of the posting of such Form 10 Q Company or its parent in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 2 contracts

Samples: Note Purchase Agreement (South Jersey Gas Co/New), Note Purchase Agreement (South Jersey Gas Co/New)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income operations and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding period or periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and containing, if applicable, a reconciliation necessary to show in reasonable detail the effects, if any, of the application of ASC 810 in respect of any Investment Vehicle; provided that filing with that, the SEC delivery within the time period specified above the Companyof copies of Artisan Partners Asset Management Inc.’s Quarterly Report on Form 10-Q 10‑Q (the “Form 10‑Q”) prepared in compliance with the requirements therefor and filed with the SEC shall shall, to the extent such Form 10‑Q includes the information required to be delivered pursuant to this Section 7.1(a), be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q 10‑Q if it shall (1) have timely made such Form 10 Q 10‑Q available on “XXXXX” and under the investor relations tab on through its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)

Financial and Business Information. The Company Companies shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 45 days after the end of each quarterly fiscal period Quarter-End in each fiscal year Fiscal Year of the Company (other than the last quarterly fiscal period of each such fiscal year)Companies, duplicate copies of, (i) a an unaudited (management-prepared) consolidated balance sheet of the Company and its Subsidiaries Consolidated Group as at the end of such quarterFiscal Quarter, and (ii) unaudited (management-prepared) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its SubsidiariesConsolidated Group, for such quarter Fiscal Quarter and (in the case of the second second, third and third fourth quarters) for the portion of the fiscal year Fiscal Year ending with such quarterFiscal Quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above the Company’s Quarterly Report on of copies of KMG Chemicals’ Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company Companies shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its KMG Chemicals’ home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (KMG Chemicals Inc)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor Investor, either physically or through electronic media (and provided that the Company will give prior to the Closing Date, notice to each Purchasersuch holder of such availability through electronic media and shall, notwithstanding such availability, make timely delivery to any such holder upon such holder's request either generally or from time to time): (a) Quarterly Statements — Statements—within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of (i) a consolidated balance sheet statement of financial position of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on Company and its Subsidiaries and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s 's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Ims Health Inc)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):you: (a) Quarterly Statements -- within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presentingpresent- ing, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s 's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commis- sion shall be deemed to satisfy the requirements of this Section 7.1(a7.1 (a); provided; (b) Annual Statements -- within 90 days after the end of each fiscal year of the Company, further, that duplicate copies of, (i) a consolidated balance sheet of the Company shall be deemed to have made such delivery and its Subsidiaries, as at the end of such Form 10 Q if it shall year, and (1ii) have timely made such Form 10 Q available on “XXXXX” consolidated statements of income, changes in shareholders' equity and under the investor relations tab on its home page on the worldwide web (at the date cash flows of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified and its Subsidiaries, for such year, setting forth in each holder (by telecopier or electronic mail) of case in comparative form the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);figures for the previous fiscal year, all in reasonable detail,

Appears in 1 contract

Samples: Note Purchase Agreement (Riddell Sports Inc)

Financial and Business Information. The Company shall deliver to each Purchaser, each Additional Purchaser and each holder of Notes a Note that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and the absence of footnotes, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 Q 10‑Q if it shall (1) have timely made such Quarterly Report on Form 10 Q 10‑Q available on “XXXXX” and under available through the investor relations tab on its home page on the worldwide web Company’s website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Mettler Toledo International Inc/)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Notes: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab ”, or any successor thereto, or on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Securities Purchase Agreement (New York Times Co)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income or operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Company as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXXEXXXX” and under on the investor relations tab on its Company’s home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//wxx.xxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Notes prior notice of such Form 10 Q availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Egl Inc)

Financial and Business Information. The Company shall deliver to each holder Purchaser and each Holder of Notes a Note that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and changes in cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q 10‑Q if it shall (1) have timely made such Form 10 Q 10‑Q available on “XXXXX” and under or on, or through a link on, the investor relations tab on its home page on the worldwide web (at the date website of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company or its parent, South Jersey Industries, Inc., and shall have notified given each holder (by telecopier Institutional Investor prior notice of such availability on XXXXX or electronic mail) on or through the website of the posting of such Form 10 Q Company or its parent in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co)

Financial and Business Information. The Company shall deliver to each registered holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Notes: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXXEXXXX” and under the investor relations tab on its home page on the worldwide web Internet website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on EXXXX and on the Company’s internet website in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Park National Corp /Oh/)

Financial and Business Information. The Company shall deliver to each registered holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Notes: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web Internet website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxxxx.xxxxxxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on the Company’s Internet website in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (ServisFirst Bancshares, Inc.)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 90 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser timely notice of such Form 10 Q availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Fuller H B Co)

Financial and Business Information. The Company shall deliver to each holder of Notes Bonds that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its SubsidiariesCompany, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on Company and their the results of its operations and cash flows, subject to changes resulting from year-end adjustments, provided provided, in the event the Company becomes a “reporting issuer” under the Exchange Act, that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Bond Purchase Agreement (Westar Energy Inc /Ks)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser): (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC within the time period specified above the Company’s Quarterly Report on Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Teledyne Technologies Inc)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income and statements of cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustmentsaudit adjustments and the absence of footnotes, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Essential Utilities, Inc.)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Fund (other than the last quarterly fiscal period of each such fiscal year),, copies of: (i) a an unaudited consolidated balance sheet of the Company Fund (on a consolidated basis with respect to the Fund and its Subsidiaries consolidated Subsidiaries) as at the end of such quarter, and (ii) unaudited consolidated statements of income income, accumulated deficit and cash flows of the Company Fund (on a consolidated basis with respect to the Fund and its consolidated Subsidiaries, ) for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies Fund being reported on and their the results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC within the time period specified above the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company Fund shall be deemed to have made such delivery of such Form 10 Q financial statements if it shall (1) have timely made such Form 10 Q financial statements available on “XXXXX” and under the investor relations tab on Canada’s System for Electronic Document Analysis and Retrieval (“SEDAR”) and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) )] and (2) the Company shall have notified given each holder Purchaser prior notice (by telecopier or electronic mailwhich may be provided concurrently with the certificate to be delivered pursuant to Section 7.2) of the posting of such Form 10 Q availability on XXXXX, SEDAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Enerplus Resources Fund)

Financial and Business Information. The Company shall deliver to each holder Holder of Notes a Bond that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and changes in cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q 10‑Q if it shall (1) have timely made such Form 10 Q 10‑Q available on “XXXXX” and under or on, or through a link on, the investor relations tab on its home page on the worldwide web (at the date website of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company or Parent and shall have notified given each holder (by telecopier Institutional Investor prior notice of such availability on XXXXX or electronic mail) on or through the website of the posting of such Form 10 Q Company or Parent in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Bond Purchase Agreement (South Jersey Industries Inc)

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income operations and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding period or periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and containing, if applicable, a reconciliation necessary to show in reasonable detail the effects, if any, of the application of ASC 810 in respect of any Investment Vehicle; provided that filing with that, the SEC delivery within the time period specified above the Companyof copies of Artisan Partners Asset Management Inc.’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall shall, to the extent such Form 10-Q includes the information required to be delivered pursuant to this Section 7.1(a), be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on through its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements -- within 60 forty-five (45) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet sheets of the Company and its Subsidiaries consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, as at the end of such quarter, and (ii) consolidated statements of income operations, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with that, so long as the SEC Company shall not have any Unrestricted Subsidiaries, delivery within the time period specified above of copies of the Company’s 's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Seitel Inc)

Financial and Business Information. The Company shall deliver to you (so long as you are obligated to purchase Notes hereunder and thereafter so long as you shall hold any of the Notes) and to each other holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser): (a) Investor: Quarterly Statements -- within 60 45 days after the end of each quarterly fiscal period -------------------- quarter in each fiscal year of the Company (other than the last quarterly fiscal period quarter of each such fiscal year),, duplicate copies of (i) a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in stockholders' equity and cash flows of the Company and its consolidated Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q of Holding (or the Company, if the Company shall become subject to the reporting obligations under Section 13 of the Exchange Act) prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that ) so long as such Report otherwise meets the Company shall be deemed to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date requirements of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”Section 7.1(a);

Appears in 1 contract

Samples: Note Purchase Agreement (Ak Steel Corp)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and and Artisan Partners Holdings LP Note Purchase Agreement (ii) consolidated statements of income operations and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding period or periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and containing, if applicable, a reconciliation necessary to show in reasonable detail the effects, if any, of the application of ASC 810 in respect of any Investment Vehicle; provided that filing with that, the SEC delivery within the time period specified above the Companyof copies of Artisan Partners Asset Management Inc.’s Quarterly Report on Form 10-Q 10‑Q (the “Form 10‑Q”) prepared in compliance with the requirements therefor and filed with the SEC shall shall, to the extent such Form 10‑Q includes the information required to be delivered pursuant to this Section 7.1(a), be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q 10‑Q if it shall (1) have timely made such Form 10 Q 10‑Q available on “XXXXX” and under the investor relations tab on through its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting prior notice of such Form 10 Q availability on XXXXX and through its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it CH ENERGY GROUP, INC. NOTE PURCHASE AGREEMENT shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xxxxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Ch Energy Group Inc)

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Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and changes in cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q 10‑Q if it shall (1) have timely made such Form 10 Q 10‑Q available on “XXXXX” and under or on, or through a link on, the investor relations tab on its home page on the worldwide web (at the date website of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company or its parent, South Jersey Industries, Inc., and shall have notified each given such holder (by telecopier prior notice of such availability on XXXXX or electronic mail) on or through the website of the posting of such Form 10 Q Company or its parent in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (SOUTH JERSEY GAS Co)

Financial and Business Information. The Company shall deliver to each holder of Notes Bonds that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its SubsidiariesCompany, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on Company and their the results of its operations and cash flows, subject to changes resulting from year-end adjustments, provided provided, in the event the Company becomes a “reporting issuer” under the Exchange Act, that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Quarterly Report on Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Bond Purchase Agreement (Westar Energy Inc /Ks)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and the absence of footnotes, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Quarterly Report on Form 10 10-Q available on “XXXXX” and under available through the investor relations tab on its home page on the worldwide web Company’s website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Mettler Toledo International Inc/)

Financial and Business Information. The Company shall deliver to each registered holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Notes: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXXEXXXX” and under the investor relations tab on its home page on the worldwide web Internet website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhxxx://xxx.xxxxxxxxxxxxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on EXXXX and on the Company’s internet website in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (ServisFirst Bancshares, Inc.)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Cubic Corp /De/)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to for purposes of this Agreement the Closing Date, to each Purchaserinformation required by this Section 7.1 shall be deemed delivered on the date of delivery of such information in the English language or the date of delivery of an English translation thereof): (a) Quarterly Statements -- promptly after the same are available and in any event within 60 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of (i) a consolidated balance sheet sheets of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods period in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on 's Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed ) as they pertain to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”)consolidated statements;

Appears in 1 contract

Samples: Note Purchase Agreement (UTi WORLDWIDE INC)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — as soon as available and in any event within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each of the first three quarterly fiscal period periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, (i) a consolidated balance sheet of the Company and its consolidated Subsidiaries as at of the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, consolidated Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallyGAAP, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their results of operations and cash flowsoperations, subject to changes resulting from normal year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting prior notice of such Form 10 Q availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Washington Gas Light Co)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — as soon as available and in any event within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each of the first three quarterly fiscal period periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, (i) a consolidated balance sheet of the Company and its Subsidiaries consolidated Subsidiaries, if any, as at of the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries, if any, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallyGAAP, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their results of operations and cash flowsoperations, subject to changes resulting from normal year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , and provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXXEXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//wxx.xxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting prior notice of such Form 10 Q availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (WGL Holdings Inc)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):: (a) Quarterly Statements — within 60 days MONTHLY FINANCIAL STATEMENTS -- as soon as practicable after the end of each quarterly monthly fiscal period in each fiscal year of the Company Company, and in any event within thirty (other than the last quarterly fiscal period of each such fiscal year),30) days thereafter: (i) a consolidated balance sheet as of the Company and its Subsidiaries as at the end of such quarter, month; and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows for such month and for the portion of such fiscal year ending with such month; for the Company and its Subsidiaries, setting forth in each case, in comparative form, the financial statements for such quarter month and (in the case of the second and third quarters) for the portion of the such fiscal year ending with and including such quartermonth, setting forth in each case in comparative form together with the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly monthly financial statements generally, and certified by a Senior Financial Officer as fairly presentingsenior financial officer of the Company that such financial statements present fairly, in all material respects, the financial position of the companies being reported on upon and their results of operations and cash flowsflows and have been prepared in conformity with GAAP applicable to monthly financial statements generally, subject to changes resulting from year-end adjustmentsadjustment, provided and accompanied by the certificate as required by Section 7.2; PROVIDED that filing with the SEC delivery within the time period specified above of copies of the Company’s 's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission (or any successor agency) shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made so long as such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”)financial statements are contained therein;

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Microfield Graphics Inc /Or)

Financial and Business Information. The Company Each Obligor shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company such Obligor (other than the last quarterly fiscal period of each such fiscal year),, copies of: (i) a consolidated balance sheet of the Company such Obligor and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company such Obligor and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of such Obligor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above the Companyof copies of such Obligor’s Quarterly Report on Form 10-Q Q, if any, prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company such Obligor shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase and Guaranty Agreement (Tucson Electric Power Co)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — QUARTERLY STATEMENTS -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet sheets of the Company and its Subsidiaries Subsidiaries, and of the Company and the Restricted Subsidiaries, as at the end of such quarter, and (ii) consolidated statements of income income, shareholders' equity and cash flows of the Company and its Subsidiaries, and of the Company and the Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with PROVIDED that, so long as no Unrestricted Subsidiaries existed at any time during the SEC periods covered by such financial statements, delivery within the time period specified above of copies of the Company’s 's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q if it shall (1) have timely made such Form 10 Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Nfo Worldwide Inc)

Financial and Business Information. The Company shall deliver to each holder of Notes Holder that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 55 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, a copy of: (i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries as at of the end of such quarter, ; and (ii) unaudited consolidated statements of income income, changes in stockholder’s equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material Material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Quarterly Report on Form 10 10-Q available on “XXXXX” and under or available on the investor relations tab on web site of its home page parent company on the worldwide web (at the date of this Agreement Execution Date located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xxxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Bond Purchase Agreement (CMS Energy Corp)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, XXXXXXX XXXXXX GAS & ELECTRIC CORPORATION NOTE PURCHASE AGREEMENT setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xxxxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Ch Energy Group Inc)

Financial and Business Information. The Company shall deliver to each registered holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Notes: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web Internet website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxxxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Park National Corp /Oh/)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — as soon as practicable and in any event within 60 45 days after the end of each quarterly of the first three fiscal period in quarters of each fiscal year of the Company (other than after giving effect to one automatic 5-day extension pursuant to Rule 12b-25 of the last quarterly fiscal period Securities Exchange Act of each such fiscal year1934),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income income, shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and on its home page in connection with such delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Aecom Technology Corp)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income operations, changes in shareholders’ equity, if prepared for such period, and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXXEXXXX” and under the investor relations tab on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//wxx.xxx-xxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (ITC Holdings Corp.)

Financial and Business Information. The Company shall deliver to each Purchaser, each Additional Purchaser and each holder of Notes a Note that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, copies of (i1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, ,setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and the absence of footnotes, provided that filing with the SEC delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a); , provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10 Q 10‑Q if it shall (1) have timely made such Quarterly Report on Form 10 Q 10‑Q available on “XXXXX” and under available through the investor relations tab on its home page on the worldwide web Company’s website (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxxhttp//xxx.xx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Mettler Toledo International Inc/)

Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, andand Artisan Partners Holdings LP Note Purchase Agreement (ii) consolidated statements of income operations and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding period or periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and containing, if applicable, a reconciliation necessary to show in reasonable detail the effects, if any, of the application of ASC 810 in respect of any Variable Interest Entities; provided that filing with that, following the SEC Reorganization, the delivery within the time period specified above the Companyof copies of Artisan Partners Asset Management Inc.’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in compliance with the requirements therefor and filed with the SEC shall shall, to the extent such Form 10-Q includes the information required to be delivered pursuant to this Section 7.1(a), be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 10-Q if it shall (1) have timely made such Form 10 10-Q available on “XXXXX” and under the investor relations tab on through its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified given each holder (by telecopier or electronic mail) of the posting Purchaser prior notice of such Form 10 Q availability on XXXXX and through its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)

Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Notes that is an Institutional Investor (and prior to the Closing Date, to each Purchaser):Investor: (a) Quarterly Statements — within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),, duplicate copies of: (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income operations and cash flows of the Company and its Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding period or periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and containing, if applicable, a reconciliation necessary to show in reasonable detail the effects, if any, of the application of ASC 810 in respect of any Investment Vehicle; provided that filing with that, the SEC delivery within the time period specified above the Companyof copies of Artisan Partners Asset Management Inc.’s Quarterly Report on Form 10-Q 10‑Q (the “Form 10‑Q”) prepared in compliance with the requirements therefor and filed with the SEC shall shall, to the extent such Form 10‑Q includes the information required to be delivered pursuant to this Section 7.1(a), be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Company shall be deemed to have made such delivery of such Form 10 Q 10‑Q if it shall (1) have timely made such Form 10 Q 10‑Q available on “XXXXX” and under the investor relations tab on through its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxxxxxx.xxx) and (2) the Company shall have notified each holder (by telecopier or electronic mail) of the posting of such Form 10 Q (such availability and notice thereof being referred to as “Electronic Delivery”);

Appears in 1 contract

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)

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