Information: miscellaneous. The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests): (a) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them); (b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group and which, if adversely determined, would have or is reasonably likely to have a Material Adverse Effect; (c) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents; (d) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements or budgets provided by any Obligor under this Agreement or any changes to senior management of the Group) as any Finance Party through the Agent may reasonably request; (e) at the same time as they are dispatched, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); and (f) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notes, the details of any such designation or redesignation.
Appears in 4 contracts
Samples: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)
Information: miscellaneous. The Company Each Obligor shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
(ai) at the same time as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company it to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);
(bii) promptly upon becoming aware of them, the details of any material inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by an Sanctions Authority against it, any of its direct or indirect owners, Subsidiaries or Affiliates, any of its or their joint ventures or any of its or their respective directors, officers, employees, agents or representatives, as well as information on what steps are being taken with regards to answer or oppose such inquiry, claim, action, suit, proceeding or investigation;
(iii) promptly upon becoming aware that it, any of its direct or indirect owners, Subsidiaries or Affiliates, any of its or their joint ventures or any of its or their respective directors, officers, employees, agents or representatives has become or is likely to become a Restricted Party;
(iv) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group Group, and which, if adversely determined, would have or is are reasonably likely to have a Material Adverse Effect;
(cv) promptly, such information as the Security Agent may reasonably require about any asset subject to the Charged Property Transaction Security and compliance of the Obligors with the terms of any Transaction Security Documents;Document; and
(dvi) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements statements, budgets or budgets other material provided by any Obligor under this Agreement and an up to date copy of its shareholders’ register (or equivalent in any changes to senior management of the Grouprelevant jurisdiction)) as any Finance Party through the Agent may reasonably request;
(e) at the same time as they are dispatched, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); and
(f) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notes, the details of any such designation or redesignation.
Appears in 3 contracts
Samples: Term Facility Agreement, Term Facility Agreement (KNOT Offshore Partners LP), Term and Revolving Facilities Agreement
Information: miscellaneous. (a) The Company shall Issuer must supply to the Agent (Trustee, in sufficient copies for all the Lenders, Bridge Noteholders if the Agent Trustee (acting reasonably) so requests)::
(ai) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company Issuer to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of themthem at the same time as they are dispatched;
(ii) promptly following the occurrence of any of (i) and (ii) below:
(A) copies of any written agreement entered into by the Issuer with any shareholder of the Issuer (or any Affiliate of or related party to that shareholder) other than in the ordinary course of business; and
(B) copies of all written information provided to any creditors of any member of the Group (other than any Secured Party) by or on behalf of any member of the Group other than in the ordinary course of business, in each case that are relevant to the M&A Process and/or Recapitalisation Process and subject to any confidentiality obligations or restrictions on information sharing, provided that no member of the Group may enter into any new non-disclosure agreement with any such party that restricts any member of the Group’s ability to disclose information to the Bridge Noteholders (other than on terms where the Bridge Noteholders are required to receive any such information on a confidential basis) as may be requested pursuant to paragraphs (ii)(A) and (ii)(B) above, without the prior written consent of the Majority Bridge Noteholders (not to be unreasonably withheld);
(biii) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group and which, if which are likely to be adversely determined, would determined and have or is reasonably likely to would have a Material Adverse EffectEffect if adversely determined;
(civ) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;
(dv) promptly on request, such further information regarding the financial condition, assets business and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification information in connection with or explanation of any item in the financial statements or budgets provided by any Obligor under this Agreement or any changes to senior management arising out of the GroupM&A Process or the Recapitalisation Process) as any Finance Party Bridge Noteholder through the Agent Trustee may reasonably request, except to the extent that disclosure of such information would breach any law, regulation or stock exchange requirement or any confidentiality obligations or restrictions on information sharing.
(b) The Issuer shall provide any other information relating to the Issuer or the Group as may be reasonably requested by the Trustee, any Bridge Noteholder or Bridge Noteholder Advisor as soon as reasonably practicable and in any event within five (5) Business Days of such request and shall use reasonable endeavours to ensure that:
(i) any written responses to such information requests are reasonably detailed and reference the most recent available information and documents;
(eii) all written factual information given by it is true and accurate in all material respects as at the same time as they are dispatcheddate it is provided, copies of all documents and other the date such information provided is stated to be accurate or the holders date of the Notes facts and circumstances by reference to which such information is stated to be given (or as applicable) and does not omit to state any fact the Notes Trustee on their behalf)omission of which would make that information misleading in any material respect; and
(fiii) promptly upon any financial projections are prepared in good faith on the designation basis of a Restricted Subsidiary as an Unrestricted Subsidiary or recent historical information and on the redesignation basis of an Unrestricted Subsidiary as a Restricted Subsidiary assumptions that, in accordance with the provisions opinion of the Senior Secured NotesIssuer, are reasonable at the details time they are made having regard to the information available to the Issuer at the time of preparation,
(c) The Issuer shall make available within two (2) business days of any such designation request by the Trustee, a Bridge Noteholder or redesignationBridge Noteholder Advisor access to management and key employees of the Issuer or any of its subsidiaries.
Appears in 2 contracts
Samples: Loan Note Facility (Babylon Holdings LTD), Loan Agreement (Babylon Holdings LTD)
Information: miscellaneous. The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
(a) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);
(b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group and which, if adversely determined, would have or is reasonably likely to have a Material Adverse Effect;
(c) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;
(d) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements or budgets provided by any Obligor under this Agreement or any changes to senior management of the Group) as any Finance Party through the Agent may reasonably request;
(e) at the same time as they are dispatched, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf) or to the Finance Parties under (and as defined in) the SSRCF (or to the Agent under (and as defined in) the SSRCF on their behalf); and
(f) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notes, the details of any such designation or redesignation.
Appears in 2 contracts
Samples: Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Information: miscellaneous. The Company Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
(a) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);
(b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group Security Party, and which, if adversely determined, would have or is are reasonably likely to have a Material Adverse Effect;
(cb) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors Security Parties with the terms of any Transaction Security DocumentsDocuments including without limitation cash flow analyses and details of the operating costs of the Vessels;
(dc) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group Security Party (including any requested amplification or explanation of any item in the financial statements statements, budgets or budgets other material provided by any Obligor Security Party under this Agreement or any changes to senior management of the Group) as any Finance Party through the Agent may reasonably request);
(e) at the same time as they are dispatched, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); and
(fd) promptly upon the designation becoming aware of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notesthem, the details of any such designation inquiry, claim, action, suit, proceeding or redesignationinvestigation pursuant to Sanctions Laws by any Sanctions Authority against it, any of its direct or indirect owners, Subsidiaries or other member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives, as well as information on what steps are being taken with regards to answer or oppose such; and
(e) promptly upon becoming aware that it, any of its direct or indirect owners, Subsidiaries or other member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives has become or is likely to become a Restricted Party.
Appears in 2 contracts
Samples: Loan Agreement (Safe Bulkers, Inc.), Loan Agreement (Safe Bulkers, Inc.)
Information: miscellaneous. The Company Parent shall supply to the Agent (in sufficient copies for all the Lenders, if the Administrative Agent so requests):
) to the Administrative Agent (and the Administrative Agent shall promptly distribute to the Lenders) (a) at the same time as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company Parent to its shareholders generally (or any class of them) or dispatched by the Company Parent or any Obligors Obligor to its creditors generally (or any class of them);
; (b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group Group, and which, if adversely determined, would have or is are reasonably likely to have a Material Adverse Effect;
; (c) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance promptly upon becoming aware of the Obligors with relevant claim, the terms details of any Transaction Security Documents;
disposal or insurance claim which will require a prepayment under Section 2.13; and (d) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements statements, budgets or budgets other material provided by any Obligor under this Agreement or any Finance Document, any changes to senior management of Parent and an up to date copy of its shareholders’ register (or equivalent in its jurisdiction of incorporation), to the Group) extent such document exists), as any Finance Party through the Administrative Agent may reasonably request;
(e) at the same time as they are dispatched, copies of all documents and other information ; provided that Parent shall not be obliged to supply to the holders of the Notes Administrative Agent (or to any Lender) copies of any Auditors’ letter or other communications to the Notes Trustee on their behalf); and
(f) promptly upon the designation board of a Restricted Subsidiary as an Unrestricted Subsidiary directors or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions management of the Senior Secured Notes, the details of any such designation or redesignationGroup.
Appears in 2 contracts
Samples: Credit Agreement (CGG Veritas), Credit Agreement (CGG Veritas)
Information: miscellaneous. The Company Each Primary Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):
(a) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company such Primary Obligor to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them)in connection with circumstances which have a Material Adverse Effect at the same time as they are dispatched;
(b) promptly upon becoming actually aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group Asia-Pacific Group, and whichwhich might, if adversely determined, would have or is reasonably likely to have a Material Adverse Effect;
(c) promptly, such further information regarding the financial condition, business and operations of any member of the Asia-Pacific Group as any Finance Party (through the Facility Agent) may reasonably request;
(d) promptly, the occurrence of any Casualty Event and, as the Facility Agent may reasonably request, further information regarding such occurrence;
(e) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;
(df) promptly on requestpromptly, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation notice of any item change in the financial statements or budgets provided by authorised signatories of any Obligor under this Agreement signed by an authorised director or company secretary of such Obligor accompanied by specimen signatures of any changes to senior management of the Group) as any Finance Party through the Agent may reasonably request;
(e) at the same time as they are dispatched, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf)new authorised signatories; and
(fg) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notespromptly, the details notice of any such designation change to the memorandum or redesignationarticles of association (or equivalent constitutional documents) of any Obligor.
Appears in 2 contracts
Samples: Syndicated Facility Agreement (Equinix Inc), Facility Agreement (Equinix Inc)
Information: miscellaneous. The Company shall must supply to the Agent (Facility Agent, in sufficient copies for all the Lenders, Lenders if the Facility Agent so requests)::
(a) at the same time as soon as reasonably practicable after they are dispatcheddespatched, copies of all documents required by law to be dispatched despatched by the Company to its shareholders generally (or any class of them) or dispatched despatched by any member of the Company or any Obligors Group to its creditors generally (or any class of them);
(b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings circumstances which are current, threatened in writing or pending against any member of the Restricted Group and which, if adversely determined, would have or is reasonably likely to might have a Material Adverse Effect;
(c) promptlypromptly upon becoming aware of them, such information as the Security Agent may reasonably require about the Charged Property and compliance details of any claim or potential claim in an amount of USD500,000 or more made by or against a member of the Obligors with Group under the terms Acquisition Documents and any allegation of breach of any Transaction Security Acquisition Document by any party to that Acquisition Document;
(d) promptly on receipt, copies of any financial statements or accounts of the Target Group not previously delivered under the EPC Facilities and copies of any completion accounts delivered under the Acquisition Documents;
(de) promptly on request, an up to date copy of its shareholders’ register (or the equivalent under the law of its jurisdiction of incorporation);
(f) promptly after the same become publicly available (and only if and to the extent applicable), copies of all periodic and other reports, proxy statements and other materials filed by the Company or any of its Subsidiaries with any governmental authority regulating reporting by issuers of publicly held securities or with any national securities exchange; and
(g) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements Accounts, budgets or budgets other material provided by any Obligor under this Agreement or any changes to senior management of the GroupAgreement) as any Finance Party through the Facility Agent may reasonably request;
(e) at the same time as they are dispatched, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); and
(f) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notes, the details of any such designation or redesignation.
Appears in 1 contract
Samples: Credit Agreement (Merix Corp)
Information: miscellaneous. The Company Borrower shall supply to the Agent Lender (in sufficient copies for all the LendersFinance Parties, if the Agent Lender so requests):
(a) as soon as reasonably practicable after they are dispatched, copies Copies of all documents required by law to be dispatched by the Company Borrower to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (in each case in relation to any insolvency, winding up or any class restructuring of them)the Borrower at the same time as they are dispatched;
(b) promptly as soon as reasonably possible, any announcement, notice or other document relating specifically to the Borrower posted onto any electronic website maintained by any stock exchange on which shares in or other securities of the Borrower are listed or any electronic website required by any such stock exchange to be maintained by or on behalf of the Borrower;
(c) as soon as reasonably possible upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group or any Obligors, and whichwhich might, if adversely determined, would have or is reasonably likely to have a Material Adverse Effect;
(cd) promptlyas soon as reasonably possible, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;
(de) promptly on requestas soon as reasonably possible, such further information regarding (i) any breach of the material terms of the Merger Agreement or the Merger Plan and (ii) the financial condition, assets business and operations of the Restricted Group and/or any member of the Restricted Group (including Group, the Target, any requested amplification or explanation of any item in the financial statements or budgets provided by any Obligor under this Agreement its material Subsidiaries or any changes to senior management of the Group) Obligor, in each case, as any Finance Party through the Agent may reasonably request;
(e) at the same time as they are dispatched, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); and
(f) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary soon as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notesreasonably possible, the details notice of any change in authorised signatories of any Obligor signed by a director or company secretary of such designation or redesignationObligor accompanied by specimen signatures of any new authorised signatories.
Appears in 1 contract
Samples: Loan Facility Agreement (Charm Communications Inc.)
Information: miscellaneous. 20.10.1 The Company Parent and the Borrower shall supply to the Senior Agent (in sufficient copies for all the Lenders, if the Senior Agent so requests):
(a) at the same time as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company Parent or any Obligors to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);
(b) at the same time as they are dispatched, copies of all public announcements made by the Parent;
(c) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any Obligor or any member of the Restricted Group Borrower Group, and which, if adversely determined, would have or is are reasonably likely to have a Material Adverse EffectEffect or which would involve a liability, or a potential or alleged liability, exceeding ZAR10,000,000 (Indexed) (or its equivalent in other currencies);
(cd) promptly upon becoming aware of the relevant claim, the details of any claim which is current, threatened or pending against any Obligor or any member of the Borrower Group or any other person in respect of the Transaction Documents;
(e) promptly, such information as the Security Agent and/or either Security SPV may reasonably require about the Charged Property Secured Assets and compliance of the Obligors Security Providers with the terms of any Transaction Security Documents;
(df) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Atlatsa Group or the Borrower Group and/or any member of the Restricted Atlatsa Group or the Borrower Group (including any requested amplification or explanation of any item in the financial statements statements, budgets, plans (including the Applicable Mine Plan) or budgets other material provided by any Obligor under member of the Atlatsa Group or the Borrower Group in connection with this Agreement or Agreement, any changes to senior management of the Atlatsa Group and/or the Borrower Group and an up to date copy of each member of the Atlatsa Group’s and the Borrower Group’s shareholders’ register (or equivalent in its jurisdiction of incorporation)) as any Senior Finance Party through the Senior Agent may reasonably request;
(eg) at forthwith upon becoming aware of them, details of any unplanned shutdown of any of any member of the same time as they are dispatchedBorrower Group’s Mining or production operations for a period in excess of 2 days;
(h) forthwith, copies details of all documents any material non-compliance by any member of the Borrower Group with any Environmental Law or applicable Environmental Permit of which it is aware and of any Environmental Claims against any member of the Borrower Group or other information provided suspension, revocation or modification of any Environmental Permit applicable to the holders Borrower Group and set out the action to be taken with respect to those matters;
(i) forthwith, details of any actual or suspected material Environmental Contamination arising in the Holdco Group’s Mining operations and its proposals for remedying that Environmental Contamination;
(j) forthwith, details of any event giving rise to any claim by any member of the Notes Borrower Group under any Insurance and details of any claims made under any Insurance in each case where the amount of the claim is in excess of ZAR10,000,000 (Indexed) (or its equivalent in other currencies);
(k) forthwith upon becoming aware thereof, details of any pending or threatened proceedings or steps by the DM or any other person which would be reasonably likely to lead to the Notes Trustee on their behalf)termination of any Mining Licence which is material to the conduct of any member of the Borrower Group’s business;
(l) forthwith upon becoming aware thereof, details of any event which would be reasonably likely to have a Material Adverse Effect; and
(fm) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or additional information listed in Schedule 3 to the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notes, the details of any such designation or redesignationRPM Funding Common Terms Agreement.
Appears in 1 contract
Samples: Senior Facilities Agreement (Atlatsa Resources Corp)
Information: miscellaneous. The Company shall supply to the Agent (in sufficient copies for all the LendersNoteholders, if the Agent so requests):
(a) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);
(b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group and whichwhich would involve a liability, if adversely determined, would have or is reasonably likely to have a Material Adverse Effectpotential or alleged liability exceeding £10,000,000 (or its equivalent in other currencies);
(c) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any member of the Group and which would involve a liability, or a potential or alleged liability, exceeding £10,000,000 (or its equivalent in other currencies);
(d) promptly, such information as the Security Collateral Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;
(de) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements or budgets provided by any Obligor under this Agreement or any changes to senior management of the Group) as any Finance Party through the Agent may reasonably request;
(ef) at the same time promptly such further information as they are dispatched, copies of all documents may be required by applicable banking supervisory laws and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); andregulations and/or in line with standard banking practice;
(fg) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notesthis Agreement, the details of any such designation or redesignation; and
(i) as soon as reasonably practicable following the earlier of: (i) notice of any event of default being received by the Company or Restricted Subsidiary and (ii) the Company or any Restricted Subsidiary becoming aware of any event of default, information on any default under the terms of the Miami Loans;
(ii) as soon as reasonably practicable upon request, reasonable details of any material amendment to the Miami Loans (including, for the avoidance of doubt, any extension of maturity, increase in commitments or insertion of financial covenants); and
(iii) as soon as reasonably practicable following delivery of the same, a copy of any compliance certificate delivered pursuant to the terms of the Miami Loans.
Appears in 1 contract
Samples: Notes Purchase Agreement (Membership Collective Group Inc.)
Information: miscellaneous. The Company Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):
(a) at the same time as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company Borrower to its shareholders generally (or any class of them) or dispatched by the Company Borrower or any Obligors Obligor to its creditors generally (or any class of them);
(b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group Group, and which, if adversely determined, would have or is are reasonably likely to have a Material Adverse Effect;
(c) promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance promptly upon becoming aware of the Obligors with relevant claim, the terms details of any Transaction Security Documents;disposal or insurance claim which will require a prepayment under Clause 7.4 (Mandatory Prepayment of Proceeds); and
(d) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements statements, budgets or budgets other material provided by any Obligor under this Agreement or any Finance Document, any changes to senior management of the Group) Borrower and an up to date copy of its shareholders’ register (or equivalent in its jurisdiction of incorporation), to the extent such document exists), as any Finance Party through the Agent may reasonably request;
(e) at ; provided that the same time as they are dispatched, copies of all documents and other information provided Borrower shall not be obliged to supply to the holders of the Notes Agent (or to any Lender) copies of any Auditors’ letter or other communications to the Notes Trustee on their behalf); and
(f) promptly upon the designation board of a Restricted Subsidiary as an Unrestricted Subsidiary directors or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions management of the Senior Secured Notes, the details of any such designation or redesignationGroup.
Appears in 1 contract
Information: miscellaneous. 20.10.1 The Company Parent and the Borrower shall supply to the Senior Agent (in sufficient copies for all the Lenders, if the Senior Agent so requests):
(a) at the same time as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company Parent or any Obligors to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);
(b) at the same time as they are dispatched, copies of all public announcements made by the Parent;
(c) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any Obligor or any member of the Restricted Group Borrower Group, and which, if adversely determined, would have or is are reasonably likely to have a Material Adverse EffectEffect or which would involve a liability, or a potential or alleged liability, exceeding ZAR10,000,000 (Indexed) (or its equivalent in other currencies);
(cd) promptly upon becoming aware of the relevant claim, the details of any claim which is current, threatened or pending against any Obligor or any member of the Borrower Group or any other person in respect of the Transaction Documents;
(e) promptly, such information as the Security Agent and/or either Security SPV may reasonably require about the Charged Property Secured Assets and compliance of the Obligors Security Providers with the terms of any Transaction Security Documents;
(df) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Atlatsa Group or the Borrower Group and/or any member of the Restricted Atlatsa Group or the Borrower Group (including any requested amplification or explanation of any item in the financial statements statements, budgets, plans (including the Applicable Mine Plan) or budgets other material provided by any Obligor under member of the Atlatsa Group or the Borrower Group in connection with this Agreement or Agreement, any changes to senior management of the Atlatsa Group and/or the Borrower Group and an up to date copy of each member of the Atlatsa Group’s and the Borrower Group’s shareholders’ register (or equivalent in its jurisdiction of incorporation)) as any Senior Finance Party through the Senior Agent may reasonably request;
(eg) at the same time as they are dispatchedforthwith upon becoming aware of them, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); and
(f) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notes, the details of any such designation unplanned shutdown of any of any member of the Borrower Group’s Mining or redesignation.production operations for a period in excess of 2 days;
(h) forthwith, details of any material non-compliance by any member of the Borrower Group with any Environmental Law or applicable Environmental Permit of which it is aware and of any Environmental Claims against any member of the Borrower Group or other suspension, revocation or modification of any Environmental Permit applicable to the Borrower Group and set out the action to be taken with respect to those matters;
(i) forthwith, details of any actual or suspected material Environmental Contamination arising in the Holdco Group’s Mining operations and its proposals for remedying that Environmental Contamination;
(j) forthwith, details of any event giving rise to any claim by any member of the Borrower Group under any Insurance and details of any claims made under any Insurance in each case where the amount of the claim is in excess of ZAR10,000,000 (Indexed) (or its equivalent in other currencies);
(k) forthwith upon becoming aware thereof, details of any pending or threatened proceedings or steps by the DM or any other person which would be reasonably likely to lead to the termination of any Mining Licence which is material to the conduct of any member of the Borrower Group’s business;
(I) forthwith upon becoming aware thereof, details of any event which would be reasonably likely to have a Material Adverse Effect; and
Appears in 1 contract
Samples: Senior Term Loan and Revolving Facilities Agreement (Atlatsa Resources Corp)
Information: miscellaneous. The Company shall supply to the Agent (in sufficient copies for all the LendersNoteholders, if the Agent so requests):
(a) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them);; |EU-DOCS\34803319.2||
(b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any member of the Restricted Group and whichwhich would involve a liability, if adversely determined, would have or is reasonably likely to have a Material Adverse Effectpotential or alleged liability exceeding £10,000,000 (or its equivalent in other currencies);
(c) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any member of the Group and which would involve a liability, or a potential or alleged liability, exceeding £10,000,000 (or its equivalent in other currencies);
(d) promptly, such information as the Security Collateral Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Transaction Security Documents;
(de) promptly on request, such further information regarding the financial condition, assets and operations of the Restricted Group and/or any member of the Restricted Group (including any requested amplification or explanation of any item in the financial statements or budgets provided by any Obligor under this Agreement or any changes to senior management of the Group) as any Finance Party through the Agent may reasonably request;
(ef) at the same time promptly such further information as they are dispatched, copies of all documents may be required by applicable banking supervisory laws and other information provided to the holders of the Notes (or to the Notes Trustee on their behalf); andregulations and/or in line with standard banking practice;
(fg) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notesthis Agreement, the details of any such designation or redesignation; and
(i) as soon as reasonably practicable following the earlier of: (i) notice of any event of default being received by the Company or Restricted Subsidiary and (ii) the Company or any Restricted Subsidiary becoming aware of any event of default, information on any default under the terms of the Miami Loans;
(ii) as soon as reasonably practicable upon request, reasonable details of any material amendment to the Miami Loans (including, for the avoidance of doubt, any extension of maturity, increase in commitments or insertion of financial covenants); and
(iii) as soon as reasonably practicable following delivery of the same, a copy of any compliance certificate delivered pursuant to the terms of the Miami Loans.
Appears in 1 contract
Samples: Notes Purchase Agreement (Membership Collective Group Inc.)
Information: miscellaneous. The Company Each Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):
(a) as soon as reasonably practicable after they are dispatched, copies of all documents required by law to be dispatched by the Company it to its shareholders generally (or any class of them) or dispatched by the Company or any Obligors to its creditors generally (or any class of them)at the same time as they are dispatched;
(b) promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings (including proceedings relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, threatened in writing or pending against any member of the Restricted Group Group, and whichwhich might, if adversely determined, would have or is reasonably likely to have a Material Adverse Effect;
(c) promptly, such further information as the Security Agent may reasonably require about and/or documents regarding:
(i) each Ship, its Earnings and its Insurances;
(ii) the Charged Property and Property;
(iii) compliance of the Transaction Obligors with the terms of any Transaction Security the Finance Documents;
(iv) the financial condition, business and operations of any member of the Group (including, without limitation, Fleet Vessel and Group cash flow forecast, employment summaries), as any Finance Party (through the Facility Agent) may reasonably request; and
(d) promptly on request, the request of the Facility Agent from time to time such further financial or other information regarding the financial conditionas any Finance Party (acting reasonably) may require, assets which information without limitation may extend to:
(i) individual Ship operating results;
(ii) individual Ship budgeted income and operations of the Restricted Group and/or operating expenditure;
(iii) Financial Indebtedness or other indebtedness owed by or to any member of the Restricted Group;
(iv) vessels owned by members of the Group not subject to the Transaction Security, and their value;
(including any requested amplification or explanation of any item v) cashflow forecasts for the Group; and
(vi) vessels chartered in the financial statements or budgets provided by any Obligor under this Agreement or any changes to senior management members of the Group) as any Finance Party through the Agent may reasonably request;
(e) at promptly, such further information and/or documents as any Finance Party (through the same time Facility Agent) may reasonably request so as they are dispatchedto enable such Finance Party to comply with any laws applicable to it (including, copies of all documents and other information provided to the holders of the Notes (or to the Notes Trustee on their behalfwithout limitation, compliance with FATCA); and
(f) promptly upon the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with the provisions of the Senior Secured Notes, the details of any such designation or redesignation.
Appears in 1 contract