Common use of Other Requested Information Clause in Contracts

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 3 contracts

Samples: Guaranty Agreement (Quicksilver Resources Inc), Second Lien Credit Agreement (Quicksilver Resources Inc), Second Lien Credit Agreement (Quicksilver Resources Inc)

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Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary Loan Party (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b), (i) or (p) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent and each Lender have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided . Notwithstanding the foregoing, any delivery of reports or other information required by Section 8.01(a), (b), (i) or (p) shall be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of Parent on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such other publicly accessible internet database that may be established and maintained by the Borrower shall deliver such documents in SEC as a form acceptable substitute for or successor to XXXXX) or (B) been posted on Parent’s or the Borrower’s Internet website as previously identified to the Administrative AgentAgent and the Lenders. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Day Bridge Term Loan Agreement (Sitio Royalties Corp.), Credit Agreement (Sitio Royalties Corp.)

Other Requested Information. Promptly following any reasonable request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, or in order to assist the Administrative Agent and the Lenders in maintaining compliance with the USA Patriot Act, in each case as the Administrative Agent may reasonably request; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender may reasonably requestfor purposes of compliance with the Beneficial Ownership Regulation, if applicable, or applicable “know your customer” requirements under the USA Patriot Act or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ix) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx public website; or (B) such documents are publically available on the SEC’s XXXXX website or (iiy) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under ERISAthe Code or under ERISA and the other certificates, statements or other reports required to be delivered pursuant to this Article VIII), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 may this Article VIII shall be delivered electronically in accordance with the terms of this Agreement either as a hard-copy or electronically, at the Borrower’s discretion. If the Borrower delivers hard-copies of such certificates, statements or other reports, then the Borrower shall so deliver to the Administrative Agent directly full, accurate and if so complete copies of such certificates, statements or other reports with written or electronic notice of such delivery and an accompanying description of the items delivered. If the Borrower delivers the certificates, statements or other reports required by this Article VIII electronically, such certificates, statements or other reports shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website xxx.xxxxxxxxxx.xxx or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the The Administrative Agent shall promptly post such electronically provided documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. For the avoidance of doubt, the Administrative Agent shall post all material certificates, statements or other reports it receives from the Borrower. Except for such compliance certificatescertificates and other reports and statements, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Petition Superpriority Loan Agreement (Dune Energy Inc), Credit Agreement (Dune Energy Inc)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of the Parent or Multiemployer Plan any Restricted Subsidiary and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, or in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Act, in each case as the Administrative Agent or any Lender may reasonably request. Documents From and after a Qualifying IPO, documents required to be delivered pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx public website; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary or ERISA Affiliate (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) may (to the extent filed with the SEC) be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which (A) the Borrower posts such documentsreport, statement or other material, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website wxx.xxxxxxx.xxx; or (ii) on which such documents are delivered to the Administrative Agentreport, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents statement or other material is posted on the Borrower’s behalf on the Electronic Data Gathering, Analysis and Retrieval system (EXXXX) or an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail), of the posting of any such report, statement or other material and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such report, statement or other material if requested. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Credit Agreement (Cabot Oil & Gas Corp), Credit Agreement (Cabot Oil & Gas Corp)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary Loan Party (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b), (i) or (p) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent and each Lender have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided . Notwithstanding the foregoing, any delivery of reports or other information required by Section 8.01(a), (b), (i) or (p) shall be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of Ultimate Parent on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such other publicly accessible internet database that may be established and maintained by the Borrower shall deliver such documents in SEC as a form acceptable substitute for or successor to XXXXX) or (B) been posted on Ultimate Parent’s or the Borrower’s Internet website as previously identified to the Administrative AgentAgent and the Lenders. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (STR Sub Inc.)

Other Requested Information. Promptly following any request therefor, such Such other information regarding with respect to the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of its Subsidiaries or Multiemployer Plan and any reports or other information required to be filed under ERISA), the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.01 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at xxx.xxxxx.xxx the website address listed on Schedule 10.02; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerCompany’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower Company shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The parties hereto hereby agree that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by until the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless Company agree otherwise, the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and Company shall not be made available required to Lenders that wish to receive only public informationmark any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 2 contracts

Samples: Credit Agreement (Greif, Inc), Credit Agreement (Greif Inc)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of Parent Guarantor, the Borrower or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with the Internal Revenue Service, the Department of Labor and/or the PBGC with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) Parent Guarantor or the Borrower posts such documents, or provides a link thereto on Parent Guarantor’s or the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website public website; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of Parent Guarantor and/or the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). Parent Guarantor and the Borrower hereby acknowledge that certain of the Lenders may from time to time elect to be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”) and the Borrower hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; provided that (x) by marking Company Materials “PUBLIC,” Parent Guarantor and the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless information (although it may be sensitive and proprietary) with respect to Parent Guarantor, the Borrower otherwise notifies the Administrative Agent, or their respective securities for purposes of United States Federal and state securities laws; (y) all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant Company Materials marked “PUBLIC” are permitted to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to Lenders treat Company Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Investor.

Appears in 2 contracts

Samples: Senior Secured Term Loan Agreement (Ultra Petroleum Corp), Senior Secured Term Loan Agreement (Ultra Petroleum Corp)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as the Global Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower Parent posts such documents, or provides a link thereto on the BorrowerParent’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Global Administrative Agent, including in electronic form. Once received by the Global Administrative Agent, the Global Administrative Agent shall post such documents on the BorrowerParent’s behalf on an Internet or intranet website, if any, to which each Lender and the Global Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Global Administrative Agent); provided that the Borrower Parent shall deliver such documents in a form acceptable to the Global Administrative Agent. Except for such compliance certificates, the Global Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Parent with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees thatAny notices, unless the Borrower notifies the Administrative Agent in advancecertificates, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed or other documents required to be marked “PUBLIC”delivered or provided, suitable for distribution, and to be made availableand, to all Lenders and may be treated the extent necessary, executed by the Administrative Agent and Parent under the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) Credit Agreement shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationhave been so delivered under this Agreement on the date on which the Parent delivers such notices, certificates statements or other documents under the U.S. Credit Agreement.

Appears in 2 contracts

Samples: Guaranty Agreement (Quicksilver Resources Inc), Credit Agreement (Quicksilver Resources Inc)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (includingSubsidiary, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA)compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 5.1(a), (b) or (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website address; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopy or e-mail) of the posting of any such documents and provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in a form acceptable every instance the Borrower shall be required to provide paper copies of the compliance certificates required by Section 5.1(c) to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Credit Agreement (Comstock Resources Inc), Credit Agreement (Comstock Oil & Gas Investments, LLC)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Borrower, any JV Holdco or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer joint venture agreements and any Plan and any reports (and subject to Section 8.15) or other information required to be filed by the Borrower, any JV Holdco or any of the Subsidiaries under ERISAERISA in respect of any Plan), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 8.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents materials are publically publicly available as posted on the SEC’s XXXXX website Electronic Data Gathering, Analysis and Retrieval system (XXXXX) (or any successor system); or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender ​ ​ and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored made available by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Battalion Oil Corp), Senior Secured Credit Agreement (Battalion Oil Corp)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Information required to be delivered pursuant to this Section 8.01 may be delivered electronically and if so delivered8.01(a), (b) or (m) shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts if such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically information is available on the SEC’s XXXXX website or (ii) on which such documents are of the SEC and the Borrower has delivered notice to the Administrative AgentAgent that such reports are so available, including which notice may be provided in any certificate delivered pursuant to Section 8.01(d). The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic formsystem (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the General Partner or the Loan Parties, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Once received The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender Joint Arrangers and the Administrative Agent have access Lenders to treat such Borrower Materials as not containing any material non-public information (whether a commercialalthough it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, third-party website or whether sponsored by however, that to the Administrative Agentextent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.11); provided that the (y) all Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be Materials marked “PUBLIC”, suitable for distribution, and ” are permitted to be made available, to all Lenders available through a portion of the Platform designated “Public Side Information;” and may be treated by (z) the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) Joint Arrangers shall be deemed entitled to contain material nonpublic information and shall treat any Borrower Materials that are not be made available to Lenders that wish to receive marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Side Information.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Southcross Energy Partners, L.P.)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary or ERISA Affiliate (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents \ Any report, statement or other material required to be delivered furnished pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) may (to the extent filed with the SEC) be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which (A) the Borrower posts such documentsreport, statement or other material, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website xxx.xxxxxxx.xxx; or (ii) on which such documents are delivered to the Administrative Agentreport, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents statement or other material is posted on the Borrower’s behalf on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX) or an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail), of the posting of any such report, statement or other material and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such report, statement or other material if requested. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Cabot Oil & Gas Corp)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent, the Borrower or any Restricted other Subsidiary (including, without limitation, (x) a list of first purchasers which accounted for at least 75% of the total revenues of the Parent, the Borrower and the other Subsidiaries during the twelve month period ended as of the immediately preceding December 31 or June 30th, as applicable, and (y) any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower or Parent posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX public website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf or Parent’s behalf on an Internet or intranet website, if any, to which each Lender Lender, the Issuing Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (x) the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall deliver notify the Administrative Agent and each Lender of the posting of any such documents in a form acceptable and provide to the Administrative AgentAgent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Vanguard Natural Resources, Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary Loan Party (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents of the Borrower required to be delivered pursuant to Section 8.01(a) or (b) or of any Loan Party or Subsidiary required to be delivered pursuant to Section 8.01 (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower Borrower, such Loan Party or such Subsidiary posts such documents, documents or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX its public website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, commercial or third-party website and whether or whether not sponsored by the Administrative Agent); provided that that: (A) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to aboveabove and, and in any event event, shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Resolute Energy Corp)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any one or more Restricted Subsidiary Subsidiaries (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents To the extent any documents which are required to be delivered pursuant to Section 8.01 are included in materials otherwise filed with the SEC, such documents may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX following website address: xxx.xxxxxxxxxxxxxxxxx.xxx; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests in writing that the Borrower deliver such paper copies until a form acceptable written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide portable document format (.pdf) or other electronic communication copies of the compliance certificates required by Section 8.01(c) to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Sanchez Energy Corp)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary or ERISA Affiliate (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports reports, notices or other information required to be filed or delivered with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(e) may (to the extent filed with the SEC) be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which (A) the Borrower posts such documentsreport, statement or other material, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website xxx.xxxxxxx.xxx; or (ii) on which such documents are delivered to the Administrative Agentreport, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents statement or other material is posted on the Borrower’s behalf on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX) or an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail), of the posting of any such report, statement or other material and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such report, statement or other material if requested. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Coterra Energy Inc.)

Other Requested Information. Promptly following any request therefor, such Such other information regarding with respect to the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of its Subsidiaries or Multiemployer Plan and any reports or other information required to be filed under ERISA), the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.01 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered 122 #47923322 electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at xxx.xxxxx.xxx the website address listed on Schedule 10.02; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerCompany’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower Company shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The parties hereto hereby agree that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by until the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless Company agree otherwise, the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and Company shall not be made available required to Lenders that wish to receive only public informationxxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary Loan Party (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b), (i) or (p) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent and each Lender have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided . Notwithstanding the foregoing, any delivery of reports or other information required by Section 8.01(a), (b), (i) or (p) shall be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of Pubco on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such other publicly accessible internet database that may be established and maintained by the Borrower shall deliver such documents in SEC as a form acceptable substitute for or successor to XXXXX) or (B) been posted on Pubco’s or the Borrower’s Internet website as previously identified to the Administrative AgentAgent and the Lenders. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Desert Peak Minerals Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Borrower, any other Loan Party or any Restricted Unrestricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b), (g) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto materials are publicly available as posted on the Borrower’s website on the Internet at xxx.xxxxx.xxx or Electronic Data Gathering, Analysis and Retrieval system (B) such documents are publically available on the SEC’s XXXXX website XXXXX); or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerParent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored made available by the Administrative Agent); provided that (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance 92 by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Berry Corp (Bry))

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary Loan Party (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b), (i) or (p) may be delivered electronically and if so delivered, delivered shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Approved Electronic Platform or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent and each Lender have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided . Notwithstanding the foregoing, any delivery of reports or other information required by Section 8.01(a), (b), (i) or (p) shall be deemed to have been delivered on the date on which any such reports or other information have (A) been posted by or on behalf of TopCo on the Internet website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such other publicly accessible internet database that may be established and maintained by the Borrower shall deliver such documents in SEC as a form acceptable substitute for or successor to XXXXX) or (B) been posted on TopCo’s or the Borrower’s Internet website as previously identified to the Administrative AgentAgent and the Lenders. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Sitio Royalties Corp.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Information required to be delivered pursuant to Section 8.01 may be delivered electronically and if so delivered8.01(a), (b) or (n) shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts if such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically information is available on the SEC’s XXXXX website or (ii) on which such documents are of the SEC and the Borrower has delivered notice to the Administrative AgentAgent that such reports are so available, including which notice may be provided in any certificate delivered pursuant to Section 8.01(d). The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Arrangers may, but shall not be obligated to, make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic formsystem (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the General Partner or the Loan Parties, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Once received The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Administrative Agent shall post such documents on Joint Arrangers, the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender Issuing Banks and the Administrative Agent have access Lenders to treat such Borrower Materials as not containing any material non-public information (whether a commercialalthough it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, third-party website or whether sponsored by however, that to the Administrative Agentextent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.11); provided that the (y) all Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be Materials marked “PUBLIC”, suitable for distribution, and ” are permitted to be made available, to all Lenders available through a portion of the Platform designated “Public Side Information;” and may be treated by (z) the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) Joint Arrangers shall be deemed entitled to contain material nonpublic information and shall treat any Borrower Materials that are not be made available to Lenders that wish to receive marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Side Information.

Appears in 1 contract

Samples: Revolving Credit Agreement (Southcross Energy Partners, L.P.)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of Parent Guarantor, the Borrower or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Benefit Plan and any reports reports, reportable event notices, or other information required to be filed with the Internal Revenue Service, the Department of Labor and/or the PBGC with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest (acting at the direction of the Required Lenders). Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) Parent Guarantor or the Borrower posts such documents, or provides a link thereto on Parent Guarantor’s or the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website public website; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of Parent Guarantor and/or the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). Parent Guarantor and the Borrower hereby acknowledge that certain of the Lenders may from time to time elect to be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”) and the Borrower hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; provided that (x) by marking Company Materials “PUBLIC,” Parent Guarantor and the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless information (although it may be sensitive and proprietary) with respect to Parent Guarantor, the Borrower otherwise notifies or their respective securities for purposes of United States Federal and state securities laws; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) Agent shall be deemed entitled to contain treat Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of any information on the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT WITH RESPECT TO COMPANY MATERIALS OR THE PLATFORM. The Lenders acknowledge that Company Materials may include material nonpublic non-public information of the Credit Parties and shall should not be made available to Lenders that any personnel who do not wish to receive only public informationsuch information or who may be engaged in investment or other market-related activities with respect to any Credit Party’s securities. None of the Administrative Agent or any Related Party thereof shall have any liability to the Credit Parties, the Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform or delivery of the Company Materials and other information through the Platform.

Appears in 1 contract

Samples: Assignment and Assumption (Ultra Petroleum Corp)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) may (to the extent filed with the SEC) be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which (A) the Borrower posts such documentsreport, statement or other material, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website xxx.xxxxxxx.xxx; or (ii) on which such documents are delivered to the Administrative Agentreport, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents statement or other material is posted on the Borrower’s behalf on an the website of the SEC or other Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver notify the Administrative Agent, which shall then promptly notify each Lender (by telecopier or electronic mail), of the posting of any such documents report, statement or other material on a website other than the SEC’s website, and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such report, statement or other material if requested; notwithstanding anything contained herein, in a form acceptable every instance the Borrower shall be required to provide paper copies of the compliance certificate required by Section 8.01(c) to the Administrative Agent, which shall then promptly furnish such compliance certificate to the Lenders. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Cabot Oil & Gas Corp)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or Borrower, any Restricted Subsidiary or any member of the Alpha Shale Group (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender the Majority Lenders may reasonably request. Documents required The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on Intralinks or another similar electronic system (the “Platform”). The Borrower hereby agrees that, if the Borrower becomes the issuer of any outstanding debt or equity securities that are registered under the Securities Act or become subject to the reporting requirements of the Exchange Act or are issued pursuant to a private offering under SEC Rule 144A in which the Borrower has agreed to exchange such securities for securities registered under the Securities Act, certain of the Lenders may thereafter elect to be delivered pursuant “public-side” Lenders (i.e., Lenders that do not wish to Section 8.01 may receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Company Materials that are to be delivered electronically made available to Public Lenders shall be clearly and if so deliveredconspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Borrower shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless information (although it may be sensitive and proprietary) with respect to the Borrower otherwise notifies the Administrative Agent, or its securities for purposes of United States Federal and state securities laws; (y) all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant Company Materials marked “PUBLIC” are permitted to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to Lenders treat Company Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Investor.

Appears in 1 contract

Samples: Senior Secured Term (Rice Energy Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed by any Loan Party or Subsidiary thereof under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. As to any information contained in materials furnished pursuant to Section 8.01(h), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s Internet website on (such website address to be provided by the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on Borrower to the SEC’s XXXXX website Administrative Agent); or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless In the event that the Borrower notifies furnishes to the Administrative Agent in advance, all financial statements and certificates furnished written notices or other documentation pursuant to Sections 8.01(a)this Section 8.01, (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished shall promptly furnish a copy thereof to each Lender pursuant to Sections 8.11(a) the procedures for notices and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationcommunications set forth in Section 12.01.

Appears in 1 contract

Samples: Credit Agreement (PMFG, Inc.)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents of REI or Midstream MLP required to be delivered pursuant to Section 8.01(a) or (b) or of any Credit Party required to be delivered pursuant to Section 8.01 (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower REI, Midstream MLP or such Credit Party posts such documents, documents or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website its public website; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (A) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Credit Parties hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). The Borrower hereby acknowledges that certain of the Lenders may from time to time elect to be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to REI, Midstream MLP or their respective securities) (each, a “Public Lender”) and agrees that, unless the Borrower notifies the Administrative Agent in advance, hereby agrees that (w) all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above Company Materials that are hereby deemed to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, suitable for distributionat a minimum, and shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Borrower shall be deemed to be made available, to all Lenders and may be treated by have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agentinformation (although it may be sensitive and proprietary) with respect to REI, Midstream MLP and their respective securities for purposes of United States Federal and state securities laws; (y) all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant Company Materials marked “PUBLIC” are permitted to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to Lenders treat Company Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Investor.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Other Requested Information. Promptly following any reasonable request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, or in order to assist the Administrative Agent and the Lenders in maintaining compliance with the USA Patriot Act, in each case as the Administrative Agent may reasonably request; or (ii) information and documentation reasonably requested by the Administrative Agent or any Lender may reasonably requestfor purposes of compliance with the Beneficial Ownership Regulation, if applicable, or applicable “know your customer” requirements under the USA Patriot Act or other applicable anti-money laundering laws. 115 Documents required to be delivered pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ix) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx public website; or (B) such documents are publically available on the SEC’s XXXXX website or (iiy) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Permian Resources Corp)

Other Requested Information. Promptly following any request therefor, such Such other information regarding with respect to the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of its Subsidiaries or Multiemployer Plan and any reports or other information required to be filed under ERISA), the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. 105 Documents required to be delivered pursuant to Section 8.01 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at xxx.xxxxx.xxx the website address listed on Schedule 10.02; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerCompany’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower Company shall deliver paper copies of such documents in to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a form acceptable written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, if requested by the Administrative Agent, the Company shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) and the certificates required by Section 6.02(f) to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The parties hereto hereby agree that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by until the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless Company agree otherwise, the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and Company shall not be made available required to Lenders that wish to receive only public information.xxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”. 106

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Promptly following any request therefor, such other reasonable information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be delivered pursuant made available to Section 8.01 may Public Lenders shall be delivered electronically clearly and if so deliveredconspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been delivered on authorized the date Agent and the Lenders to treat such Borrower Materials as either publicly available information or not material information (ialthough it may be sensitive and proprietary) on which with respect to Borrower or its securities for purposes of United States Federal and state securities laws (Aprovided, however, that such Borrower Materials shall be treated as set forth in Section 17.16(d)); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or Platform designated “Public Investor;” and (Bz) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on the be entitled to treat Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided Materials that the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information., suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Loan Agreement (Miller Energy Resources, Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Pension Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, ,” suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections Section 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Public Lenders. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders that and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Side Information.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Callon Petroleum Co)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, or in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Act, in each case as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx public website; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Centennial Resource Development, Inc.)

Other Requested Information. Promptly following any request therefor, such Such other information regarding with respect to the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of its Subsidiaries or Multiemployer Plan and any reports or other information required to be filed under ERISA), the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.01 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at xxx.xxxxx.xxx the website address listed on Schedule 10.02; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerCompany’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower Company shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The parties hereto hereby agree that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by until the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless Company agree otherwise, the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and Company shall not be made available required to Lenders that wish to receive only public informationxxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary or ERISA Affiliate (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Any report, statement or other material required to be delivered furnished pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) may (to the extent filed with the SEC) be delivered furnished electronically and if so deliveredfurnished, shall be deemed to have been delivered furnished on the date (i) on which (A) the Borrower posts such documentsreport, statement or other material, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website xxx.xxxxxxx.xxx; or (ii) on which such documents are delivered to the Administrative Agentreport, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents statement or other material is posted on the Borrower’s behalf on an the website of the SEC or other Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver notify the Administrative Agent, which shall then promptly notify each Lender (by telecopier or electronic mail), of the posting of any such documents report, statement or other material on a website other than the SEC’s website, and the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such report, statement or other material if requested; notwithstanding anything contained herein, in a form acceptable every instance the Borrower shall be required to provide paper copies of the compliance certificate required by Section 8.01(c) to the Administrative Agent, which shall then promptly furnish such compliance certificate to the Lenders. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Cabot Oil & Gas Corp)

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Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of Parent, the Borrower or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) Parent or the Borrower posts such documents, or provides a link thereto on Parent’s or the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website public website; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) Parent or the Borrower Borrower, as applicable, shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Parent or the Borrower, as applicable, shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of Parent and/or the Borrower notifies hereunder (collectively, “Company Materials”) by posting the Administrative Agent in advanceCompany Materials on SyndTrak or another similar electronic system (the “Platform”). Parent and the Borrower hereby acknowledge that certain of the Lenders may from time to time elect to be “public-side” Lenders (i.e., all financial statements and certificates furnished pursuant Lenders that do not wish to Sections 8.01(a)receive material non-public information with respect to the Borrower or its securities) (each, (ba “Public Lender”) and the Borrower hereby agrees that (cw) above all Company Materials that are hereby deemed to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, suitable for distributionat a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” Parent and the Borrower shall be deemed to be made available, to all Lenders and may be treated by have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless information (although it may be sensitive and proprietary) with respect to Parent, the Borrower otherwise notifies the Administrative Agent, or their respective securities for purposes of United States Federal and state securities laws; (y) all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant Company Materials marked “PUBLIC” are permitted to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to Lenders treat Company Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Investor.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary Loan Party (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender the Lead Investor may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (h) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website public website; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, commercial or third-party website and whether or whether not sponsored by the Administrative Agent); provided that that: (A) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower notifies hereunder (collectively, “Company Materials”) by posting the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(aCompany Materials on Intralinks or another similar electronic system (the “Platform”), (b) and (c) above are . The Borrower hereby deemed agrees that certain of the Lenders may elect to be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, suitable for distributionat a minimum, and shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Borrower shall be deemed to be made available, to all Lenders and may be treated by have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless information (although it may be sensitive and proprietary) with respect to the Borrower otherwise notifies the Administrative Agent, or its securities for purposes of United States Federal and state securities laws; (y) all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant Company Materials marked “PUBLIC” are permitted to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to Lenders treat Company Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Investor.

Appears in 1 contract

Samples: Secured Term Loan Agreement (Resolute Energy Corp)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. In addition, upon reasonable request, the Borrower, any of its Subsidiaries and any of their respective Affiliates will provide the Lenders and their advisors, at reasonable times and upon reasonable prior notice, access to the Borrower’s management and advisors concerning information regarding the Borrower’s relationships with (and accounts payable to) its contract counterparties. Documents or notices required to be delivered pursuant to Section 8.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto thereto, on “XXXXX”, the Borrower’s website on the Internet at xxx.xxxxx.xxx xxx.xxxxxxxxxxxxxxxxxxxxx.xxx or (B) such documents are publically available on another website identified by the SEC’s XXXXX website Borrower to the Administrative Agent and which is accessible by the Administrative Agent at no charge or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative AgentUpon its receipt of any such documents or notices that are not posted to XXXXX or such a website, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, notices to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable available to the Administrative AgentLenders and shall notify the Lenders of such posting. Except for such compliance certificatesNotwithstanding the foregoing, the Administrative Agent shall have no obligation whatsoever to request the delivery determine whether or to maintain copies of the not such information, documents referred to above, and in any event shall or reports have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished been filed pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by XXXXX or the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationsuch a website.

Appears in 1 contract

Samples: Security Agreement and Guaranty Agreement (Magnum Hunter Resources Corp)

Other Requested Information. Promptly following any request therefor, such other reasonable information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required Borrower hereby acknowledges that (a) Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that (w) all Borrower Materials that are to be delivered pursuant made available to Section 8.01 may Public Lenders shall be delivered electronically clearly and if so deliveredconspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the authorized Administrative Agent and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material nonpublic information. Unless the information (although it may be sensitive and proprietary) with respect to Borrower otherwise notifies the Administrative Agentor its securities for purposes of United States Federal and state securities laws (provided, all Reserve Reportshowever, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) that such Borrower Materials shall be deemed treated as set forth in Section 17.16(d)); (y) all Borrower Materials marked “PUBLIC” are permitted to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent shall be entitled to Lenders treat Borrower's Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Side Information.

Appears in 1 contract

Samples: Loan Agreement (Miller Energy Resources, Inc.)

Other Requested Information. Promptly following any request thereforSubject to the last proviso to the last paragraph of this Section 5.01 below, such other certificates, reports and information regarding the operations, business affairs and (financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), otherwise) as the Administrative Agent may reasonably request from time to time, or a Lender acting through the Administrative Agent may reasonably request from time to time, in connection with the Borrowers’ or their Subsidiaries’ financial condition or business; provided that notwithstanding anything to the contrary herein, neither the Borrowers nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information or other matter (i) that constitutes material trade secrets or would cause a conflict of interest, (ii) in respect of which disclosure to the Administrative Agent (or any Lender may reasonably request(or their respective representatives or contractors)) is prohibited by applicable law or any Contractual Obligation owed to a Person that is not Holdings or any of its Subsidiaries, or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product, in each case, to the extent such prohibition did not arise from arrangements entered into in contemplation of such request of the Administrative Agent and after using commercially reasonable efforts to receive the consent of any requisite Person to such disclosure. Documents required to be delivered pursuant to this Section 8.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered by the Borrower Representative to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents for posting on the Borrower’s Borrowers’ behalf on an Internet IntraLinks/SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such ) or (ii) on which executed certificates or other documents in a form acceptable are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent). Except for such compliance certificatesNotwithstanding the foregoing, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and obligations in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), paragraphs (b) and (c) above of this Section 5.01 may be satisfied by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holding’s (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their Respective Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrowers as having been fairly presented in all material respects and (ii) to the extent such statements are hereby deemed in lieu of statements required to be marked “PUBLIC”provided under Section 5.01(c), suitable for distributionsuch statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(c); provided further that notwithstanding anything to the contrary herein, none of the Borrowers or any Subsidiary shall be made availablerequired to deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing (or any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports Lender (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.or their respective representatives or 111

Appears in 1 contract

Samples: Credit Agreement (Allscripts Healthcare Solutions, Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as the Global Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section ‎Section 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx wxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX EXXXX website or (ii) on which such documents are delivered to the Global Administrative Agent, including in electronic form. Once received by the Global Administrative Agent, the Global Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Global Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Global Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Global Administrative Agent. Except for such compliance certificates, the Global Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees thatAny notices, unless the Borrower notifies the Administrative Agent in advancecertificates, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed or other documents required to be marked “PUBLIC”delivered or provided, suitable for distribution, and to be made availableand, to all Lenders and may be treated the extent necessary, executed by the Administrative Agent and QRCI under the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) Canadian Credit Agreement shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationhave been so delivered under this Agreement on the date on which the Borrower delivers such notices, certificates statements or other documents under the Canadian Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Quicksilver Resources Inc)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto materials are publicly available as posted on the Borrower’s website on the Internet at xxx.xxxxx.xxx or Electronic Data Gathering, Analysis and Retrieval system (B) such documents are publically available on the SEC’s XXXXX website XXXXX); or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored made available by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Contango Oil & Gas Co)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent, the Borrower or any Restricted other Subsidiary (including, without limitation, a list of first purchasers which accounted for at least 75% of the total revenues of the Parent, the Borrower and the other Subsidiaries during the twelve month period ended as of the immediately preceding December 31 or June 30th, as applicable) or compliance with the terms of this Agreement or any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA)Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower or Parent posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX public website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf or Parent’s behalf on an Internet or intranet website, if any, to which each Lender Lender, the Issuing Bank and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (x) the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall deliver notify the Administrative Agent and each Lender of the posting of any such documents in a form acceptable and provide to the Administrative AgentAgent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Credit Agreement (Grizzly Energy, LLC)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents Information required to be delivered pursuant to this Section 8.01 may be delivered electronically and if so delivered8.01(a), (b) or (m) shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts if such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically information is available on the SEC’s XXXXX website or (ii) on which such documents are of the SEC and the Borrower has delivered notice to the Administrative AgentAgent that such reports are so available, including which notice may be provided in electronic formany certificate delivered pursuant to Section 8.01(d). Once received by the Administrative Agent, The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Arrangers may, but shall post such documents not be obligated to, make available to the Lenders materials and/or information provided by or on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that of the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificateshereunder (collectively, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance “Borrower Materials”) by posting the Borrower with any such request for deliveryMaterials on Debt Domain, and each Lender shall be solely responsible for requesting delivery to it IntraLinks, SyndTrak or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless another similar electronic system (the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked PUBLICPlatform, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall certain of the Lenders (each, a “Public Lender”) may have personnel who do not be made available to Lenders that wish to receive only material non-public information.information with respect to the General Partner or the Loan Parties, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;

Appears in 1 contract

Samples: Term Loan Credit Agreement

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower Parent or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, or in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Act, in each case as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), Section 8.01(b) or Section 8.01(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx public website; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.Section 8.02

Appears in 1 contract

Samples: Credit Agreement (Centennial Resource Development, Inc.)

Other Requested Information. Promptly following any request therefor, such Such other information regarding with respect to the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of its Subsidiaries or Multiemployer Plan and any reports or other information required to be filed under ERISA), the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. 67 Documents required to be delivered pursuant to Section 8.01 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at xxx.xxxxx.xxx the website address listed on Schedule 10.02; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerCompany’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower Company shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party The Borrower hereby acknowledges and agrees that, unless the Borrower notifies that (a) the Administrative Agent in advanceand/or the Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, all financial statements the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and certificates furnished pursuant to Sections 8.01(a), (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (cw) above are hereby deemed to all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, suitable at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its or its Affiliates’ securities for distributionpurposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, and they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available, to all Lenders available through a portion of the Platform designated “Public Side Information”; and may be treated by (z) the Administrative Agent and the Lenders Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not containing any material nonpublic informationdesignated “Public Side Information”. Unless the Borrower otherwise notifies The parties hereto hereby agree that, unless and until the Administrative AgentAgent and the Company agree otherwise, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and the Company shall not be made available required to Lenders that wish to receive only public informationmark any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif, Inc)

Other Requested Information. Promptly following any request thereforSubject to the last proviso to the last paragraph of this Section 5.01 below, such other certificates, reports and information regarding the operations, business affairs and (financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), otherwise) as the Administrative Agent may reasonably request from time to time, or a Lender acting through the Administrative Agent may reasonably request from time to time in connection with the Borrowers’ or their Subsidiaries’ financial condition or business; provided that notwithstanding anything to the contrary herein, neither the Borrowers nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information or other matter (i) that constitutes material trade secrets or would cause a conflict of interest, (ii) in respect of which disclosure to the Administrative Agent (or any Lender may reasonably request(or their respective representatives or contractors)) is prohibited by applicable law or any Contractual Obligation owed to a Person that is not Holdings or any of its Subsidiaries, or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product, in each case, to the extent such prohibition did not arise from arrangements entered into in contemplation of such request of the Administrative Agent and after using commercially reasonable efforts to receive the consent of any requisite Person to such disclosure. Documents required to be delivered pursuant to this Section 8.01 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered by the Borrower Representative to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents for posting on the Borrower’s Borrowers’ behalf on an Internet IntraLinks/SyndTrak or intranet another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such ) or (ii) on which executed certificates or other documents in a form acceptable are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent). Except for such compliance certificatesNotwithstanding the foregoing, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and obligations in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), paragraphs (b) and (c) above of this Section 5.01 may be satisfied by furnishing (A) the applicable financial statements of Holdings (or any other Parent Company) or (B) Holding’s (or any other Parent Company thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC, in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrowers and their Respective Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrowers as having been fairly presented in all material respects and (ii) to the extent such statements are hereby deemed in lieu of statements required to be marked “PUBLIC”provided under Section 5.01(c), suitable for distributionsuch statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(c); provided further that notwithstanding anything to the contrary herein, none of the Borrowers or any Subsidiary shall be made availablerequired to deliver, disclose, permit the inspection, examination or making of copies of or excerpts from, or any discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to all Lenders and may be treated by the Administrative Agent and (or any Lender (or their respective representatives or contractors)) is prohibited by applicable law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which any Loan Party owes confidentiality obligations (to the Lenders as extent not containing created in contemplation of such Loan Party’s Obligations under this Section 5.01) to any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationthird party.

Appears in 1 contract

Samples: Term Loan Agreement (Allscripts Healthcare Solutions, Inc.)

Other Requested Information. Promptly following any request therefor, such Such other information regarding with respect to the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of its Subsidiaries or Multiemployer Plan and any reports or other information required to be filed under ERISA), the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.01 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at xxx.xxxxx.xxx the website address listed on Schedule 10.02; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerCompany’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower Company shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The parties hereto hereby agree that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by until the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless Company agree otherwise, the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and Company shall not be made available required to Lenders that wish to receive only public informationxxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website public website; or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). The Borrower hereby acknowledges and agrees thatthat certain of the Lenders may from time to time elect to be “public-side” Lenders (i.e., unless Lenders that do not wish to receive material non-public information with respect to the Borrower notifies the Administrative Agent in advanceor its securities) (each, all financial statements and certificates furnished pursuant to Sections 8.01(a), (ba “Public Lender”) and the Borrower hereby agrees that (cw) above all Company Materials that are hereby deemed to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, suitable for distributionat a minimum, and shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Borrower shall be deemed to be made available, to all Lenders and may be treated by have authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless information (although it may be sensitive and proprietary) with respect to the Borrower otherwise notifies the Administrative Agent, or its securities for purposes of United States Federal and state securities laws; (y) all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant Company Materials marked “PUBLIC” are permitted to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to Lenders treat Company Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Investor.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary Credit Party (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents and/or other information required to be delivered pursuant to Section 8.01 may be delivered electronically 8.01(a), (b), (d) and if so delivered, (g) (in each case to the extent any such documents and/or financial information are included in materials otherwise filed with the SEC) shall be deemed to have been delivered to the Administrative Agent and the Lenders on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to filed with the Administrative Agent, including in electronic form. Once received by the Administrative Agent, SEC (provided that the Administrative Agent shall post and the Lenders have access to such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agentsuch date); provided that that: (i) the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by fax or email) of the filing of any such documents and provide to the Administrative Agent by email a link to such documents (which may be included in the notice). Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless As to any information contained in the Borrower notifies the Administrative Agent in advance, all financial statements and certificates materials furnished pursuant to Sections 8.01(aSection 8.01(g), the Borrower shall not be separately required to furnish such information under Section 8.01(a) or (b) and (c) above are hereby deemed to above, but the foregoing shall not be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by in derogation of the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless obligation of the Borrower otherwise notifies to furnish the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (information and other reserve reports and similar reportsmaterials described in Section 8.01(a) and all statements and certificates furnished pursuant to Sections 8.11(a) and or (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationabove at the times specified therein.

Appears in 1 contract

Samples: Credit Agreement (Energen Corp)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed by the Borrower or any of the Subsidiaries under ERISAERISA in respect of any Plan), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 8.01 8.01(a), Section 8.01(b), Section 8.01(g), Section 8.01(h) or Section 8.01(i) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents materials are publically publicly available as posted on the SEC’s XXXXX website Electronic Data Gathering, Analysis and Retrieval system (XXXXX) (or any successor system); or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored made available by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Halcon Resources Corp)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as the Global Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Global Administrative Agent, including in electronic form. Once received by the Global Administrative Agent, the Global Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Global Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Global Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Global Administrative Agent. Except for such compliance certificates, the Global Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees thatAny notices, unless the Borrower notifies the Administrative Agent in advancecertificates, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed or other documents required to be marked “PUBLIC”delivered or provided, suitable for distribution, and to be made availableand, to all Lenders and may be treated the extent necessary, executed by the Administrative Agent and QRCI under the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) Canadian Credit Agreement shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationhave been so delivered under this Agreement on the date on which the Borrower delivers such notices, certificates statements or other documents under the Canadian Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Quicksilver Resources Inc)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Borrower, any JV Holdco or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan or Multiemployer joint venture agreements and any Plan and any reports (and subject to Section 8.15) or other information required to be filed by the Borrower, any JV Holdco or any of the Subsidiaries under ERISAERISA in respect of any Plan), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably requestrequest and (ii) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. Documents required to be delivered pursuant to this Section 8.01 may be delivered electronically and and, if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents materials are publically publicly available as posted on the SEC’s XXXXX website Electronic Data Gathering, Analysis and Retrieval system (XXXXX) (or any successor system); or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored made available by the Administrative Agent); provided that that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely ​ ​ ​ responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it or and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Battalion Oil Corp)

Other Requested Information. Promptly following any request therefor, such Such other information regarding with respect to the operations, business affairs and financial condition of the Borrower Company or any Restricted Subsidiary (including, without limitation, any Canadian Pension Plan, Plan of its Subsidiaries or Multiemployer Plan and any reports or other information required to be filed under ERISA), the Collateral as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.01 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (ia) on which (A) the Borrower Company posts such documents, or provides a link thereto on the BorrowerCompany’s website on the Internet at xxx.xxxxx.xxx the website address listed on Schedule 10.02; or (B) such documents are publically available on the SEC’s XXXXX website or (iib) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the BorrowerCompany’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Borrower Company shall deliver paper copies of such documents in a form acceptable to the Administrative AgentAgent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party Borrower hereby acknowledges that (a) the Administrative Agent and/or each Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, each Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and each Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. The parties hereto hereby agree that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by until the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless Company agree otherwise, the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and Company shall not be made available required to Lenders that wish to receive only public informationxxxx any Borrower Materials “PUBLIC” or otherwise, and all Borrower Materials shall be posted on the portion of the Platform not designated “Public Side Information”.

Appears in 1 contract

Samples: Credit Agreement (Greif Inc)

Other Requested Information. Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Parent, the Borrower or any Restricted other Subsidiary (including, without limitation, or compliance with the terms of this Agreement or any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA)Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required to be delivered pursuant to Section 8.01 8.01(a), (b) or (j) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (A) the Borrower or Parent posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX public website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents posted on the Borrower’s behalf or Parent’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that that: (x) the Borrower, as applicable, shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its written request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall deliver notify the Administrative Agent and each Lender of the posting of any such documents in a form acceptable and provide to the Administrative AgentAgent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such compliance certificates, the The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information. Unless the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public information.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Grizzly Energy, LLC)

Other Requested Information. Promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan or Multiemployer Plan and any reports or other information required to be filed with respect thereto under the Code or under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. Documents required The Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Company Materials”) by posting the Company Materials on SyndTrak or another similar electronic system (the “Platform”). The Borrower hereby agrees that, if the Borrower becomes the issuer of any outstanding debt or equity securities that are registered under the Securities Act or become subject to the reporting requirements of the Exchange Act or are issued pursuant to a private offering under SEC Rule 144A in which the Borrower has agreed to exchange such securities for securities registered under the Securities Act, certain of the Lenders may thereafter elect to be delivered pursuant “public-side” Lenders (i.e., Lenders that do not wish to Section 8.01 may receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Company Materials that are to be delivered electronically made available to Public Lenders shall be clearly and if so deliveredconspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Borrower shall be deemed to have been delivered on the date (i) on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxx.xxx or (B) such documents are publically available on the SEC’s XXXXX website or (ii) on which such documents are delivered to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Administrative Agent. Except for such compliance certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 8.01(a), (b) and (c) above are hereby deemed to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated by authorized the Administrative Agent and the Lenders to treat such Company Materials as either publicly available information or not containing any material nonpublic information. Unless information (although it may be sensitive and proprietary) with respect to the Borrower otherwise notifies the Administrative Agent, or its securities for purposes of United States Federal and state securities laws; (y) all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant Company Materials marked “PUBLIC” are permitted to Sections 8.11(a) and (b) shall be deemed to contain material nonpublic information and shall not be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent shall be entitled to Lenders treat Company Materials that wish to receive are not marked “PUBLIC” as being suitable only public informationfor posting on a portion of the Platform not designated “Public Investor.

Appears in 1 contract

Samples: Credit Agreement (Rice Energy Inc.)

Other Requested Information. Promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Borrower Issuer or any Restricted Subsidiary (including, without limitation, including any Canadian Pension Plan, Plan sponsored by the Issuer or Multiemployer Plan a Subsidiary and any reports or other information required to be filed with respect thereto under the Internal Revenue Code or under ERISA), or compliance with the terms of this Agreement or any other Note Document, as the Administrative Agent or any Lender Holder may reasonably request; or (ii) information and documentation reasonably requested by the Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the USA PATRIOT Act, other applicable anti-money laundering laws or the Beneficial Ownership Regulation. Documents required to be delivered pursuant to Section 8.01 6.01(a) or 6.01(b) may be delivered electronically and if so delivereddelivered shall be deemed delivered by the Issuer on the date on which such documents are posted on the Issuer’s behalf on an Approved Electronic Platform. Notwithstanding the foregoing, any delivery of reports or other information required by Section 6.01(a) or 6.01(b) shall be deemed to have been delivered on the date (i) on which any such reports or other information have (Ax) the Borrower posts such documents, been posted by or provides a link thereto on the Borrower’s website behalf of Parent on the Internet at xxx.xxxxx.xxx website of the SEC (xxxx://xxx.xxx.xxx) or to XXXXX (or such other publicly accessible internet database that may be established and maintained by the SEC as a substitute for or successor to XXXXX) or (By) such documents are publically available been posted on Parent’s or the SECIssuer’s XXXXX Internet website or (ii) on which such documents are delivered as previously identified to the Administrative Agent, including in electronic form. Once received by the Administrative Agent, the Administrative Agent shall post such documents on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver such documents in a form acceptable to the Administrative AgentHolders. Except for such compliance certificates, the Administrative The Agent shall have no obligation to request the delivery or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower Issuer with any such request by a Holder for deliverydelivery or to monitor the Approved Electronic Platform in any respect, and each Lender Holder shall be solely responsible for requesting delivery to it or timely accessing posted documents and maintaining its copies of such documents. Each Loan Party hereby acknowledges and agrees that, unless document (x) that the Borrower notifies Issuer is required to provide the Administrative Agent hereunder shall be provided in advance, all financial statements and certificates furnished pursuant electronic form directly from the Issuer to Sections 8.01(a), (b) the Agent and (cy) above are hereby deemed that has been furnished to be marked “PUBLIC”, suitable for distribution, and to be made available, to all Lenders and may be treated the Agent by the Administrative Issuer and that the Agent and is required to deliver to each Holder shall be (i) posted by the Lenders as not containing any material nonpublic information. Unless Agent on the Borrower otherwise notifies the Administrative Agent, all Reserve Reports, First Lien U.S. Reserve Reports (and other reserve reports and similar reports) and all statements and certificates furnished pursuant to Sections 8.11(a) Approved Electronic Platform and (bii) deemed delivered by the Agent to each Holder on the date the Agent provides written notice to the Holders that such document(s) have been posted on the Approved Electronic Platform. Without the written consent of the compliance personnel of any Holder indicated in Schedule 11.17, no document provided by the Issuer to the Agent shall be deemed delivered by the Agent to contain material nonpublic information and shall not be made available to Lenders that wish to receive only public informationsuch Holder other than as described in the immediately preceding sentence.

Appears in 1 contract

Samples: Note Purchase Agreement (Sitio Royalties Corp.)

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