Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional Investor: (a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and (ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above; (b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of, (i) a balance sheet and schedule of investments of the Company, as at the end of such year, and (ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 6 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Note Purchase Agreement
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 sixty (60) days (or such shorter period as is 15 the earlier of (x) fifteen (15) days after greater than the mailing period applicable to the filing of the Company’s quarterly report Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to its stockholdersthe filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) 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) an unaudited a consolidated balance sheet of the Company, Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of operations and income, changes in net assets shareholders’ equity and cash flows of the CompanyCompany 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 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 financial statements Form 10-Q if it shall have timely made such quarterly financial statements Form 10-Q available on “EXXXX” and on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//wxx.xxxxxxxxxx.xxx) and shall have given to such holder each Purchaser and each of Notes a Note prior notice of such availability on EXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 one hundred five (105) days (or such shorter period as is 15 the earlier of (x) fifteen (15) days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR 10-K (the “Form N10-CSRK”) with the SEC regardless of whether the Company is subject to the filing requirements thereofthereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the Company, Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of operations and income, changes in net assets shareholders’ equity and cash flows of the Company, Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form N10-CSR K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N10-CSR K if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovethereof;
Appears in 4 contracts
Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note MRP Shares and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes MRP Shares prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
Financial and Business Information. The Company Issuer shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder Holder of a Note that is an Institutional InvestorSeries HH Notes:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the CompanyIssuer’s quarterly report to its stockholders) after the end of each quarterly fiscal period in each fiscal year of the Company Issuer (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyIssuer, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the CompanyIssuer, for the portion of the fiscal year ending with such quarter, 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 the Company Issuer shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company Issuer agrees also to deliver hard copies of such financial statements within the time period required above to any holder Holder of Series HH Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Issuer will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyIssuer’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC Commission regardless of whether the Company Issuer is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyIssuer, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyIssuer, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyIssuer, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyIssuer’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC Commission shall be deemed to satisfy the requirements of this Section 7.1(b6.01(b), and provided, further, that the Company Issuer shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company Issuer agrees also to deliver hard copies of such financial statements within the time period required above to any holder Holder of Series HH Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Issuer will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 3 contracts
Samples: Supplemental Indenture (Kayne Anderson MLP Investment CO), Supplemental Indenture (Kayne Anderson MLP Investment CO), First Supplemental Indenture of Trust (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes MRP Shares prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the Company’s quarterly report Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to its stockholdersthe 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) an unaudited a consolidated balance sheet of the Company, Company and its Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of operations and income, changes in net assets shareholders’ equity and cash flows of the CompanyCompany 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 delivery within the time period specified above of copies of the Company’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 to have made such delivery of such quarterly financial statements Form 10-Q if it shall have timely made such quarterly financial statements Form 10-Q available on “XXXXX” and on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//xxx.xxxxxxx.xxx) and shall have given to such holder of Notes each Purchaser prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR 10-K (the “Form N10-CSRK”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the Company, Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of operations and income, changes in net assets shareholders’ equity and cash flows of the Company, Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N10-CSR K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N10-CSR K if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovethereof;
Appears in 3 contracts
Samples: Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — - within 60 days (or such shorter period as is 15 days after concurrent with the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Securities Purchase Agreement Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — - within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, furtherfarther, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further,farther, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Securities Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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,, Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement
(i) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson MLP Investment CO), Agency Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after concurrent with the mailing of the Company’s quarterly report to its stockholders) 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,, Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement
(i) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kayne Anderson MLP Investment CO), Agency Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company Borrower shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional Investorthe Lender:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the CompanyBorrower’s quarterly report to its stockholders) after the end of each quarterly fiscal period in each fiscal year of the Company Borrower (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
: (i) an unaudited balance sheet of the CompanyBorrower, as at the end of such quarter, and
and (ii) unaudited statements of operations and changes in net assets of the CompanyBorrower, for the portion of the fiscal year ending with such quarter, ; 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, that the Company Borrower shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes the Lender prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Borrower agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who the Lender if the Lender has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Borrower will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyBorrower’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company Borrower is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyBorrower, duplicate copies of,
: (i) a balance sheet and schedule of investments of the CompanyBorrower, as at the end of such year, and
and (ii) statements of operations and changes in net assets of the CompanyBorrower, for such year, ; all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided provided, that the delivery within the time period specified above of the CompanyBorrower’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b5.1(b), and provided, further, that the Company Borrower shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof; provided, further, that the Company Borrower agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who the Lender if the Lender has requested such delivery in writing within the time period required abovewriting, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Borrower will deliver such financial statements no later than 10 days after the conclusion of the time period required above;.
Appears in 2 contracts
Samples: Credit Agreement Amendment (Kayne Anderson MLP Investment CO), Credit Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
and Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement (ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after concurrent with the mailing of the Company’s quarterly report to its stockholders) 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,, Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement
(i) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kayne Anderson MLP Investment CO), Agency Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note the Appropriate Parties that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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,, Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement
(i) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes Appropriate Parties prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes Appropriate Party who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes Appropriate Party who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson MLP Investment CO), Agency Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Bonds that is an Institutional Investor:: Laclede Gas Company Bond Purchase Agreement
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the Company’s quarterly report Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to its stockholdersthe 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) an unaudited consolidated balance sheet of the Company, Company and its Subsidiaries as at of the end of such fiscal quarter, and
(ii) the related unaudited consolidated statements of operations income and changes in net assets of the Company, cash flows for such fiscal quarter and for the portion of the Company’s fiscal year ending with ended at the end of such fiscal 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 footnote disclosures, provided that delivery within the time period specified above of copies of the Company’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), and provided, further, that the Company shall be deemed to have made such delivery of such quarterly financial statements Form 10-Q if it shall have timely made such quarterly financial statements Form 10-Q available on “XXXXX” and on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR 10-K (the “Form N10-CSRK”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a an audited consolidated balance sheet and schedule of investments of the Company, Company and its Subsidiaries as at of the end of such fiscal year, and
(ii) the related audited consolidated statements of operations and income, changes in net assets of the Companyshareholders’ equity and cash flows, for such fiscal year, including notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Laclede Gas Company Bond Purchase Agreement financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form N10-CSR K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N10-CSR K if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovethereof;
Appears in 2 contracts
Samples: Bond Purchase Agreement (Laclede Group Inc), Bond Purchase Agreement (Laclede Gas Co)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — - within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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,, Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement
(i) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, furtherfarther, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — - within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b7.l(b), and provided, further,farther, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further,farther, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required abovewriting, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after concurrent with the mailing of the Company’s quarterly report to its stockholders) 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,, Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement
(i) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Securities Purchase Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//wxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email address set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, Tortoise Power and Energy Infrastructure Fund, Inc. Master Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Master Note Purchase Agreement (Tortoise Power & Energy Infrastructure Fund Inc)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;; Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Energy Total Return Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report Semi-Annual Report to its stockholders) after the end of each quarterly fiscal the first semi-annual accounting period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, duplicate copies of,
(i) an unaudited balance sheet statement of assets and liabilities of the Company, as at the end of such quarterperiod, and
(ii) unaudited schedule of investments and statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarterperiod, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallyregulatory requirements and GAAP, 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 the Company shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxx.xxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested Highland Credit Strategies Fund Note Purchase Agreement such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet statement of assets and liabilities and schedule of investments of the Company, as at the end of such year, and
(ii) schedule of investments and statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Highland Credit Strategies Fund)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxx.xxx/cef) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, andand ClearBridge Energy MLP Fund Inc. Note Purchase Agreement
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)
Financial and Business Information. The Company Borrower shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional Investorthe Lender:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the CompanyBorrower’s quarterly report to its stockholders) after the end of each quarterly Table of Contents fiscal period in each fiscal year of the Company Borrower (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
: (i) an unaudited balance sheet of the CompanyBorrower, as at the end of such quarter, and
and (ii) unaudited statements of operations and changes in net assets of the CompanyBorrower, for the portion of the fiscal year ending with such quarter, ; 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, that the Company Borrower shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes the Lender prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Borrower agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who the Lender if the Lender has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Borrower will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyBorrower’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company Borrower is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyBorrower, duplicate copies of,
: (i) a balance sheet and schedule of investments of the CompanyBorrower, as at the end of such year, and
and (ii) statements of operations and changes in net assets of the CompanyBorrower, for such year, ; all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided provided, that the delivery within the time period specified above of the CompanyBorrower’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b5.1(b), and provided, further, that the Company Borrower shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof; provided, further, that the Company Borrower agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who the Lender if the Lender has requested such delivery in writing within the time period required abovewriting, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Borrower will deliver such financial statements no later than 10 days after the conclusion of the time period required above;.
Appears in 1 contract
Samples: Credit Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — within 60 45 days (or such shorter period as is 15 the earlier of (x) 10 days after greater than the mailing period applicable to the filing of the Company’s quarterly report Quarterly Report on Form 10‑Q (the “Form 10‑Q”) with the SEC regardless of whether the Company is subject to its stockholdersthe filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) 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) an unaudited a consolidated balance sheet of the Company, Company and its Subsidiaries as at the end of such quarter, andand 4846-2702-5833 v1
(ii) unaudited consolidated statements of operations and operations, changes in net assets shareholders’ equity and cash flows of the CompanyCompany 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 delivery within the time period specified above of copies of the Company’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 to have made such delivery of such quarterly financial statements Form 10‑Q if it shall have timely made such quarterly financial statements Form 10‑Q available on “XXXXX” and on its home page on the worldwide web internet (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxx.xxx) and shall have given to such each holder of Notes a Note prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 90 days (or such shorter period as is 15 the earlier of (x) 10 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR 10‑K (the “Form N-CSR10‑K”) with the SEC regardless of whether the Company is subject to the filing requirements thereofthereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the Company, Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of operations and operations, changes in net assets shareholders’ equity and cash flows of the Company, Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenantbased) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR 10‑K for such fiscal year (together with the 4846-2702-5833 v1 Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR 10‑K if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovethereof;
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder Holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes Holder prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a Holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the Holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, Xxxxxxxx Xxxxxx Infrastructure Corporation Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Note Purchase Agreement (Tortoise Energy Infrastructure Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note the Appropriate Parties that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes Appropriate Parties prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes Appropriate Party who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes Appropriate Party who has requested such delivery in writing within the time period required abovewriting, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson MLP Investment CO)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder of MRP Shares, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email addresses that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, Xxxxxxxx Xxxxxxxx & Energy Fund, Inc. Securities Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of MRP Shares within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Securities Purchase Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note MRP Shares and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes MRP Shares prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Securities Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year year-to-date period ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of MRP Shares within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing); Tortoise MLP Fund, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Inc. Securities Purchase Agreement (b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenantbased) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of MRP Shares within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Securities Purchase Agreement (Tortoise MLP Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder Holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year to date period ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes Holder prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a Holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the Holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing); Tortoise MLP Fund, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;Inc. Note Purchase Agreement
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 70 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”)) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Fund, duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with at the end of such quartersemi-annual period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxxx-xxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, ; provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and ; provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof; and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Blackstone / GSO Senior Floating Rate Term Fund)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall Tortoise Energy Capital Corporation Note Purchase Agreement have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//wxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Note Purchase Agreement (Tortoise Energy Capital Corp)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,, ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the Company• Fund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, Tortoise MLP Fund, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year to date period ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
); Tortoise Energy Infrastructure Corporation Note Purchase and Private Shelf Agreement (b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Tortoise Energy Infrastructure Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after concurrent with the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;; Xxxxx Xxxxxxxx Energy Infrastructure Fund, Inc. Securities Exchange Agreement
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Securities Exchange Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxx.xxx/cef) and shall have given to such holder of Notes prior notice of such CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Note Purchase Agreement availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Total Return Fund Inc.)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxx.xxx/cef) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,, ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder Holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year to date period ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: hxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes Holder prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a Holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the Holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, andand Tortoise MLP Fund, Inc. Note Purchase Agreement
(ii) consolidated statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenantbased) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Note Purchase Agreement (Tortoise Midstream Energy Fund, Inc.)
Financial and Business Information. The Company Guarantor shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional InvestorNotes:
(a) Quarterly Annual Statements — within 60 days (or such shorter period as is 15 days after -- to the mailing of the Company’s quarterly report extent not otherwise provided pursuant to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
paragraph (b) Annual Statements — of this Section 5.1 below, within 105 180 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyGuarantor, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyGuarantor and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations income and changes in net assets financial position of the CompanyGuarantor and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with U.S. GAAP, and accompanied by by
(A) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public chartered accountants of recognized national international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and changes in financial position and have been prepared in conformity with U.S. GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, provided in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the delivery within the time nature and period specified above of the Company’s Form N-CSR existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such fiscal year prepared accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that so long as the requirements therefor Guarantor uses its best efforts to cause such certificate to be delivered, any failure of such accountants to deliver such certificate shall not constitute a violation or breach of this clause (B);
(b) Information -- within 15 days after their becoming available, one copy of (i) each document or report sent or required to be sent under Irish or United States law by the Guarantor or any of its Subsidiaries to public security holders generally (including without limitation the semi-annual financial statements of the Guarantor which the Guarantor provides to its security holders pursuant to the rules of the Irish Stock Exchange), (ii) all material press releases (including in any event any press release which includes interim financial statements of the Guarantor) made available by the Guarantor or any of its Subsidiaries to the public and (iii) any Annual Report on Form 20-F as filed with the SEC shall be deemed to satisfy the requirements SEC.
(c) Notice of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery Default or Event of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements Default -- within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 five days after a Responsible Officer of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion Guarantor becomes aware of the time existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(e) or (f) of the Note Purchase Agreement, a written notice specifying the nature and period required aboveof existence thereof and what action the Guarantor is taking or proposes to take with respect thereto;
Appears in 1 contract
Samples: Guarantee Agreement (Elan Corp PLC)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which Tortoise MLP Fund, Inc. Note Purchase Agreement opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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,, Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement
(i) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall -13- Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(c) SEC and Other Reports — promptly upon their becoming available:
(i) one copy of each quarterly or annual financial statement, each regular or periodic report sent to the Company’s stockholders, each notice sent to the Company’s stockholders, each proxy statement and similar document filed with the SEC, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder) and each final prospectus and all amendments thereto filed by the Company with the SEC, and
(ii) if requested by any holder of Notes, each financial statement, report or notice sent by the Company to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to any NRSRO.
(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer becomes aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
(e) ERISA Matters — promptly, and in any event within five Business Days after a Responsible Officer becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:
(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement
(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and
(f) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company (including, without limitation, actual copies of the quarterly and annual reports of the Company) or relating to the ability of the Company to perform its obligations under this Agreement and under the Notes as from time to time may be reasonably requested by such holder of Notes (including any such information as may be reasonably necessary to complete any Holder Forms).
Appears in 1 contract
Samples: Note Purchase Agreement
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
and Tortoise North American Energy Corporation Master Note Purchase Agreement (ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within writing); Tortoise North American Energy Corporation Master Note Purchase Agreement
(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the time period required aboveCompany or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, unless such written request was as information relating to pricing and borrowing availability), any NRSRO or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC provided that the Company shall be deemed to have made within the last 10 days of the end such delivery of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required aboveinformation if it shall have made Electronic Delivery thereof ;
Appears in 1 contract
Samples: Master Note Purchase Agreement (Tortoise North American Energy Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after concurrent with the mailing of the Company’s quarterly report to its stockholders) after the end of Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year Xxxxx Xxxxxxxx MLP Investment Company Securities Purchase Agreement prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Securities Purchase Agreement
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual ClearBridge Energy MLP Fund Inc. Note Purchase Agreement financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxx.xxx/cef) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,, Xxxxxxxx Xxxxxx Infrastructure Corporation Note Purchase Agreement
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Note Purchase Agreement (Tortoise Energy Infrastructure Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, andand Tortoise MLP Fund, Inc. Securities Purchase Agreement
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//wxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder of MRP Shares, it shall have timely sent such materials to the email address set forth in Schedule A (or at such other email addresses that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who MRP Shares within the Tortoise MLP Fund, Inc. Securities Purchase Agreement time period required hereinabove if such holder has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Securities Purchase Agreement (Tortoise MLP Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;; Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”)) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with at the end of such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;.
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) thereof after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, ; provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof; and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;.
Appears in 1 contract
Samples: Securities Purchase Agreement (Center Coast MLP & Infrastructure Fund)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note that is an Institutional Investor:
(a) Quarterly Statements — - within 60 days (or such shorter period as is the earlier of (x) 15 days after greater than the mailing period applicable to the filing of the Company’s quarterly report 's Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to its stockholdersthe filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) 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) an unaudited a consolidated balance sheet of the Company, Company and its Subsidiaries as at the end of such quarter, andand Associated Estates Realty Corporation Note Purchase Agreement
(ii) unaudited consolidated statements of operations and income, changes in net assets shareholders' equity and cash flows of the CompanyCompany 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 delivery within the time period specified above of copies of the Company'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 to have made such delivery of such quarterly financial statements Form 10-Q if it shall have timely made such quarterly financial statements Form 10-Q available on “XXXXX” and on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//xxx.xxxxxxxxxxxxxxxxx.xxx) and shall have given to such each holder of Notes a Note prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — - within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s 's Annual Report on Form N- CSR 10-K (the “Form N10-CSRK”) with the SEC regardless of whether the Company is subject to the filing requirements thereofthereof and (y) the date by which such financial statements are required to be delivered under the Bank Credit Agreement or the date on which such corresponding financial statements are delivered under the Bank Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the Company, Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of operations and income, changes in net assets shareholders' equity and cash flows of the Company, Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenantbased) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion Associated Estates Realty Corporation Note Purchase Agreement in the circumstances, provided that the delivery within the time period specified above of the Company’s 's Form N10-CSR K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N10-CSR K if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovethereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Associated Estates Realty Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,, Xxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Energy Total Return Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after concurrent with the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Securities Exchange Agreement
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
and Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement (ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxhxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required abovewriting, unless such Kxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Securities Purchase Agreement Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Xxxxxx who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Securities Purchase Agreement (ClearBridge Energy MLP Total Return Fund Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder Holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year to date period ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes Holder prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a Holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the Holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing); Tortoise MLP Fund, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;Inc. Note Purchase Agreement
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenantbased) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder Holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end year‑end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes Holder prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a Holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the Holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- CSR N‑CSR (the “Form N-CSRN‑CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, Tortoise MLP Fund, Inc. Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR N‑CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR N‑CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any Holder of Notes within the time period required above to any holder of Notes who hereinabove if such Holder has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: http//xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations and changes in net assets income of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which Tortoise Energy Infrastructure Corporation Note Purchase Agreement opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of Notes within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Note Purchase Agreement (Tortoise Energy Infrastructure Corp)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet of the Company, as at the end of such quarter, and
and Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement (ii) unaudited statements of operations and changes in net assets of the Company, for the portion of the fiscal year ending with such quarter, 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 the Company shall be deemed to have made such delivery of such quarterly financial statements if it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a balance sheet and schedule of investments of the Company, as at the end of such year, and
(ii) statements of operations and changes in net assets of the Company, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year year-to-date period ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of MRP Shares within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,, Tortoise MLP Fund, Inc. Securities Purchase Agreement
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenantbased) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of MRP Shares within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing writing);
(c) SEC and Other Reports — promptly upon their becoming available:
(i) one copy of each quarterly or annual financial statement, each regular or periodic report sent to the Company’s stockholders, each notice sent to the Company’s stockholders, each proxy statement and similar document filed with the SEC, each registration statement that shall have become effective (without exhibits except as expressly requested by such holder) and each final prospectus and all amendments thereto filed by the Company with the SEC, and
(ii) if requested by a holder of MRP Shares, each financial statement, report or notice sent by the Company to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to any NRSRO (provided that the Company shall be deemed to have made such delivery of such information by Electronic Delivery).
(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer becomes aware of the time existence of any Default or Event of Default, a written notice specifying the nature and period required aboveof existence thereof and what action the Company is taking or proposes to take with respect thereto; Tortoise MLP Fund, unless Inc. Securities Purchase Agreement
(e) ERISA Matters — promptly, and in any event within five Business Days after a Responsible Officer becomes aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:
(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such written request was made regulations as in effect on the date hereof; or
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multi-employer Plan that such action has been taken by the PBGC with respect to such Multi-employer Plan; or
(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and
(f) Resignation or Replacement of Auditors — within the last 10 days following the date on which the Company’s auditors resign or the Company elects to change auditors, as the case may be, notification thereof, together with such further information as the Required Holders may request; and
(g) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the end Company or any of such time periodits Subsidiaries (including, in which casewithout limitation, actual copies of the quarterly and annual reports of the Company) or relating to the ability of the Company will deliver to perform its obligations under this Agreement and under the MRP Shares as from time to time may be reasonably requested by such financial statements no later than 10 days after the conclusion holder of the time period required above;MRP Shares (including any such information as may be reasonably necessary to complete any Holder Forms).
Appears in 1 contract
Samples: Securities Purchase Agreement (Tortoise Midstream Energy Fund, Inc.)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual CLEARBRIDGE ENERGY MLP OPPORTUNITY FUND INC. Securities Purchase Agreement financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes MRP Shares who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Securities Purchase Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Financial and Business Information. The Company shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note MRP Shares that is an Institutional Investor:
(a) Quarterly Statements — within 60 days (or such shorter period as is within 15 days after the mailing of the Company’s quarterly report to its stockholders) 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) an unaudited balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such quarter, and
(ii) unaudited statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for the portion of the fiscal year year-to-date period ending with such quarter, 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 flowsoperations, subject to changes resulting from year-end adjustments, provided provided, that the Company shall be deemed to have made such delivery of such quarterly financial statements if (i) it shall have timely made such quarterly financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxat: xxxx://xxx.xxxxxxxxxxxxxxxx.xxx) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery or (ii) at the request of a holder, it shall have timely sent such materials to the email addresses set forth in Schedule A (or at such other email address that the holders provide to the Company from time to time) (such availability availability, notice and notice delivery thereof being referred to as “Electronic Delivery”) provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of MRP Shares within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above);
(b) Annual Statements — within 105 days (or such shorter period as is within 15 days greater than the period applicable to after the filing of the Company’s Annual Report on Form N- N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,, Tortoise MLP Fund, Inc. Securities Purchase Agreement
(i) a consolidated balance sheet and schedule of investments of the CompanyCompany and its Subsidiaries, as at the end of such year, and
(ii) consolidated statements of operations income and changes in net assets and cash flows of the CompanyCompany and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided(except that, furtherin addition, that the Company agrees to also to deliver hard copies of such financial statements to any holder of MRP Shares within the time period required above to any hereinabove if such holder of Notes who has previously requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required abovewriting);
Appears in 1 contract
Samples: Securities Purchase Agreement (Tortoise MLP Fund, Inc.)
Financial and Business Information. The Company Fund shall deliver or cause to be delivered to each Purchaser until it purchases a Note and then each holder of a Note Notes that is an Institutional Investor:
(a) Quarterly Semi-Annual Statements — within 60 90 days (or such shorter period as is 15 days after greater than the mailing period applicable to the filing of the CompanyFund’s quarterly semi-annual report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Fund is subject to its stockholdersthe filing requirements thereof) after the end of each quarterly semi-annual fiscal period in each fiscal year of the Company Fund (other than the last quarterly semi-annual fiscal period of each such fiscal year), duplicate copies of,
(i) an unaudited balance sheet of the CompanyFund, as at the end of such quartersemi-annual fiscal period, and
(ii) unaudited statements of operations and changes in net assets of the CompanyFund, for the portion of the fiscal year ending with such quartersemi-annual fiscal period, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly semi-annual 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 Fund and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that the Company Fund shall be deemed to have made such delivery of such quarterly semi-annual financial statements if it shall have timely made such quarterly semi-annual financial statements available on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxxxx.xxxxxxx://xxx.xxxxxxxxx.xxx/cef) and shall have given to such holder of Notes prior notice of such availability on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”) ); provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writingwriting within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;; XxxxxXxxxxx Xxxxxx MLP Fund Inc. Note Purchase Agreement
(b) Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the CompanyFund’s Annual Report on Form N- CSR (the “Form N-CSR”) CSR with the SEC regardless of whether the Company Fund is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a balance sheet and schedule of investments of the CompanyFund, as at the end of such year, and
(ii) statements of operations and changes in net assets of the CompanyFund, for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based except for any “going concern” or similar exception resulting from the impending maturity of any indebtedness or any prospective breach of a financial covenant) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Fund and their its results of operations and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the CompanyFund’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company Fund shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof thereof, and provided, further, that the Company Fund agrees also to deliver hard copies of such financial statements within the time period required above to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company Fund will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Samples: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)
