Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically. (ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default. (iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC. (iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 25 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 13 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered to DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 7 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP IFRS and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAPIFRS. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii7(g)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 6 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor Standby Purchaser will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallytrustee may reasonably request.
(ii) The Guarantor Standby Purchaser will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A10(p)(i)(A) and (B), an Officer’s Officers’ Certificate stating that a review of the activities of the Guarantor Standby Purchaser and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor Standby Purchaser and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty Agreement and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor Standby Purchaser shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii10(q)(iii), the Guarantor Standby Purchaser will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor Standby Purchaser were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 6 contracts
Samples: Standby Purchase Agreement (Petrobras International Finance Co), Standby Purchase Agreement (Petrobras International Finance Co), Standby Purchase Agreement (Brazilian Petroleum Corp)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered to DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 5 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 4 contracts
Samples: Guaranty, Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kepthavekept, observed, performed and fulfilled their covenants and agreements under this Guaranty and thisGuarantyand that no Default or Event of Default has occurred during such period orperiodor, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 3 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A8(p)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii8(p)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 3 contracts
Samples: Second Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa), Third Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa), Fourth Supplemental Indenture (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A8(p)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii8(p)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 3 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii7(g)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 3 contracts
Samples: Guaranty (Petrobras Global Finance B.V.), Guaranty (Petrobras Global Finance B.V.), Guaranty
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified an English translation thereof, (A) as soon as available and in any case within 90 60 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting Brazilian GAAP and accompanied by a report thereon by an independent public accountant of recognized international standing (unless the Guarantor is preparing interim financial statements under U.S. GAAP for purposes of filings under the United States securities laws, in which case this clause (A) shall be deemed to apply to U.S. GAAP rather than Brazilian GAAP and such financial statements shall be delivered as soon as available and in any case within 90 calendar days after the end of the fiscal quarter) and (B) as soon as available and in any case within 120 180 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting U.S. GAAP or in accordance with Brazilian GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply together with a reconciliation to U.S. GAAP in accordance with the Guarantor’s obligation to deliver such statements rules and reports to regulations of the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be United States securities laws, and either case accompanied by a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallyreport thereon by an independent public accountant of recognized international standing.
(ii) The Guarantor will provide, at least annually, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B)after the end of each fiscal year, an Officer’s Certificate stating that a review of the Guarantor’s activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have has kept, observed, performed and fulfilled their its covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Defaultperiod.
(iii) The Guarantor shall, whether or not it is required to file reports with In satisfaction of the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii)foregoing financial statement delivery requirement, the Guarantor will provide annual and interim reports and other information furnish the links to the Trustee within the same time periods that would be applicable if website where of all financial statements and financial reports, promptly upon such statements and reports being publicly available, filed by the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of SEC or published or otherwise made publicly available in Brazil, the above reports to the Trustee is for informational purposes only United States or elsewhere, and the Trustee's receipt in any case within 15 calendar days of such statements and reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate)becoming available.
Appears in 3 contracts
Samples: Guaranty (Ambev S.A.), Guaranty (InBev Corporate Holdings Inc.), Guaranty (American Beverage Co Ambev)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Amended and Restated Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered to DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 3 contracts
Samples: Guaranty, Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered by DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 3 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A8(p)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Amended and Restated Guaranty and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii8(p)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 3 contracts
Samples: Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa), Guaranty (Petrobras - Petroleo Brasileiro Sa)
Provision of Financial Statements and Reports. (i) The So long as any of the Notes remain outstanding, the Parent Guarantor will provide to make available in the English language on its website, and will also file with the Trustee:
(1) within one hundred and twenty (120) calendar days after the end of the fiscal year of the Parent Guarantor, copies of its consolidated financial statements in English or accompanied respect of such fiscal year (including a statement of income, balance sheet and cash flow statement) audited by a certified English translation thereof, member firm of an internationally-recognized firm of independent accountants; and
(A2) within 90 sixty (60) calendar days after the end of each of the first three fiscal quarter quarters of the Parent Guarantor, copies of its unaudited financial statements (other than the fourth quarteron a consolidated basis), its unaudited and consolidated including a statement of income, balance sheet and statement of income calculated in accordance cash flow statement, prepared on a basis consistent with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by of the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Parent Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The So long as any of the Notes remain outstanding, the Parent Guarantor will provideprovide to the Trustee concurrently with the delivery of consolidated financial statements pursuant to clause (i)(1) above, together an Officers’ Certificate stating (A) the Consolidated Leverage Ratio with respect to the four most recent fiscal quarters and showing in reasonable detail the calculation made in respect thereof, including the arithmetic computations of each component of the financial statements delivered pursuant to Sections 7(g)(i)(A) Consolidated Leverage Ratio and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and ) that no Default or Event of Default has occurred during such period and is continuing, or, if one or more have actually occurredan Event of Default has occurred and is continuing, specifying all each such events and what actions have been taken and will be taken with respect to such Default or Event of DefaultDefault and the nature and status thereof.
(iii) The Parent Guarantor shall, whether or not it is required agrees to file reports with the SEC, file with the SEC and deliver to notify the Trustee in writing of any Event of Default that has occurred and is continuing in respect of the performance of any material covenants or agreements under this Indenture within thirty (for redelivery to all Noteholders30) all reports days of the occurrence of such Event of Default specifying the nature and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SECstatus thereof.
(iv) The Issuer and the Parent Guarantor hereby agree that, for as long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, during any period in which the Issuer or the Parent Guarantor is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Issuer or the Parent Guarantor, as the case may be, shall supply to (A) any Holder or beneficial owner of a Note or (B) a prospective purchaser of a Note or a beneficial interest therein designated by such Holder or beneficial owner, the information specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act upon the request of any Holder or beneficial owner of a Note.
(v) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other Person’s compliance with the covenants described in this Indenture or to verify that the reports described in this Section 4.1(l) are being provided on the aforementioned website. Delivery of the above reports such reports, information and documents to the Trustee (other than the notification described in clause (iii)) above is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's Issuer’s or any other Person’s compliance with any of its covenants in the Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer's CertificateOfficers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Camposol Holding PLC), Indenture (Camposol Holding PLC)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified an English translation thereof, (A) as soon as available and in any case within 90 60 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting Brazilian GAAP and accompanied by a report thereon by an independent public accountant of recognized international standing (unless the Guarantor is preparing interim financial statements under U.S. GAAP for purposes of filings under the United States securities laws, in which case this clause (A) shall be deemed to apply to U.S. GAAP rather than Brazilian GAAP and such financial statements shall be delivered as soon as available and in any case within 90 calendar days after the end of the fiscal quarter) and (B) as soon as available and in any case within 120 180 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting U.S. GAAP or in accordance with Brazilian GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply together with a reconciliation to U.S. GAAP in accordance with the Guarantor’s obligation to deliver such statements rules and reports to regulations of the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be United States securities laws, and either case accompanied by a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallyreport thereon by an independent public accountant of recognized international standing.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B)hereunder, an Officer’s 's Certificate stating that a review of the Guarantor's activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have has kept, observed, performed and fulfilled their its covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Defaultperiod.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii)In addition, the Guarantor will provide annual and interim reports and other information furnish to the Trustee within the same time periods that would be applicable if copies of all financial statements and financial reports, promptly upon such statements and reports being publicly available, filed by the Guarantor were required and permitted to file these reports with the SECSEC or published or otherwise made publicly available in Brazil, the United States or elsewhere, and in any case within 15 calendar days of such statements and reports becoming available.
(iv) Delivery of the above reports The Guarantor shall provide to the Trustee is for informational purposes only such other financial data as the Trustee may reasonably request to ascertain compliance by the Guarantor and its Subsidiaries of their obligations under this Guaranty and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate)other Transaction Documents.
Appears in 2 contracts
Samples: Guaranty (American Beverage Co Ambev), Guaranty (American Beverage Co Ambev)
Provision of Financial Statements and Reports. (i) The Guarantor Standby Purchaser will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor Standby Purchaser will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A10(p)(i)(A) and (B), an Officer’s Officers’ Certificate stating that a review of the activities of the Guarantor Standby Purchaser and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor Standby Purchaser and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty Agreement and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor Standby Purchaser shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii10(q)(iii), the Guarantor Standby Purchaser will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor Standby Purchaser were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered by DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the GuarantorStandby Purchaser's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 2 contracts
Samples: Standby Purchase Agreement (Petrobras International Finance Co), Standby Purchase Agreement (Petrobras International Finance Co)
Provision of Financial Statements and Reports. (i) The Guarantor Standby Purchaser will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallytrustee may reasonably request.
(ii) The Guarantor Standby Purchaser will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A10(q)(i)(A) and (B), an Officer’s Officers' Certificate stating that a review of the activities of the Guarantor Standby Purchaser and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor Standby Purchaser and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty Agreement and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor Standby Purchaser shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii10(q)(iii), the Guarantor Standby Purchaser will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor Standby Purchaser were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Samples: Standby Purchase Agreement (Petrobras International Finance Co)
Provision of Financial Statements and Reports. (a) The Company shall provide the Trustee for transmission to the Holders of Notes and to the Initial Purchasers: (i) The Guarantor will provide to within 140 days after the Trusteeend of the fiscal year of the Company, in English or accompanied by a certified English translation thereof, annual reports containing audited consolidated and unconsolidated financial statements of the Company for such fiscal year; and (Aii) within 90 calendar 60 days after the end of each of the first three fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end quarters of each fiscal year, its audited quarterly reports containing unaudited consolidated and consolidated balance sheet and statement unconsolidated quarterly financial statements of income calculated the Company, prepared in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each Each of the financial statements delivered pursuant referred to Sections 7(g)(i)(Ain (i) and (Bii) shall be prepared in accordance with GAAP, consistently applied (except as noted therein), an Officer’s Certificate stating that and shall be translated into English. The financial statements referred to in (i) shall be accompanied by a review discussion and analysis, substantially in the format of the activities “Management’s Discussion and Analysis of Results of Operations and Financial Condition” that would be included in a Form 20-F filed under the Exchange Act, except that such discussion and analysis will be required only to compare the financial condition and results of operations of the Guarantor fiscal year most recently ended to the prior fiscal year. The financial statements referred to in (ii) shall be accompanied by a “Management’s Discussion and Analysis of Results of Operations and Financial Condition” for the Issuer has been made during the most recently ended fiscal period covered by such financial statements compared to the comparable fiscal period of the prior fiscal year. The financial statements referred to in (i) shall contain a reconciliation to U.S. GAAP of net income and shareholders’ equity. In addition, following the effectiveness of any registration statement of the Company under the Securities Act, the Company shall file with the Commission in accordance with applicable law and regulations (unless the Commission shall refuse to accept such filing) and provide to the Trustee (i) annual reports on Form 20-F (or any successor form) containing the information required to be contained (or required in such successor form); (ii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) and (iii) any other information, documents and other reports which the Company is required to file with the Commission.
(b) In addition to the foregoing, the Company will deliver to the Trustee simultaneously (i) with the delivery of each set of financial statements referred to above, a view to determining certificate of the Company (A) stating whether any Default exists on the Guarantor date of such certificate and, if such certificate shall state that a Default then exists, setting forth the details thereof and the Issuer have keptaction which the Company is taking or proposes to take with respect thereto and (B) if at the date of the balance sheet included in such financial statements the Company owns, observeddirectly or indirectly, performed less than 51% but at least 40% of the Voting Stock of Telefónica, setting forth in reasonable detail the calculation of the Company’s Fixed Charge Coverage Ratio for the four fiscal quarters ended on such balance sheet date and fulfilled (ii) with the delivery of the financial statements as of the end of each fiscal year of the Company, a statement of the Company’s independent public accountants as to (A) whether anything has come to their covenants attention in the course of their auditing of such financial statements to cause them to believe that any Default existed on the date of the balance sheet included in such financial statements and agreements under this Guaranty and (B) confirming the calculations, if any, set forth in the Company’s certificate delivered pursuant to clause (i) above for that no fiscal year. In the event that any senior officer of the Company obtains knowledge of any Default or Event of Default, if such Default or Event of Default is then continuing, the Company will also promptly file with the Trustee a certificate of the chief financial officer or the chief accounting officer of the Company setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto.
(c) In addition to the information provided for in the foregoing paragraph, to the extent that any Note of a Series has occurred during been offered in reliance on Rule 144A, the Company shall furnish to any Holder of such period orNote or a beneficial interest in a Restricted Global Note of such Series, if one or more have actually occurredto any prospective purchaser designated by such a Holder, specifying all upon request of such events Holder, financial and what actions have been taken and will be taken other information described in paragraph (d) (4) of Rule 144A with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver Company to the Trustee extent required in order to permit such Holder to comply with Rule 144A (for redelivery as amended from time to all Noteholderstime and including any successor provision) all reports and other information as it would be required with respect to file with any resale of such Note or beneficial interest, unless, at the SEC time of such request, the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act if it were subject (as amended from time to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iiitime and including any successor provision), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(ivd) Delivery The Company shall at all times comply with the periodic reporting requirements of the above reports to the Trustee is for informational purposes only CNV and the Trustee's receipt Buenos Aires Stock Exchange as in effect at the time of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate)reporting.
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The Guarantor Standby Purchaser will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor Standby Purchaser will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A10(p)(i)(A) and (B), an Officer’s Officers’ Certificate stating that a review of the activities of the Guarantor Standby Purchaser and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor Standby Purchaser and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty Agreement and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor Standby Purchaser shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii10(q)(iii), the Guarantor Standby Purchaser will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor Standby Purchaser were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered by DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's Standby Purchaser’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 1 contract
Samples: Standby Purchase Agreement (Petrobras International Finance Co)
Provision of Financial Statements and Reports. Whether or not Xxxxxxxx or the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company will send (ior will cause to be sent) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each holders of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review KDSM Senior Debentures copies of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have keptannual reports, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all quarterly reports and other information as it documents which Xxxxxxxx would be have been required to file with the SEC Commission pursuant to such Sections 13(a) or 15(d) if Xxxxxxxx were so subject, such documents to be filed with the Commission to the extent permitted under the Exchange Act on or prior to the respective dates (the "Required Filing Dates") by which Xxxxxxxx would have been required so to file such documents if it Xxxxxxxx were so subject. The Company will also in any event (x) within 15 days of each Required Filing Date transmit by mail to all Holders of the KDSM Senior Debentures, as their names and addresses appear in the register, without cost to such holders copies of the annual reports, quarterly reports and other documents which Xxxxxxxx would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if Xxxxxxxx were subject to those regulations; providedsuch Sections and (y) if filing such documents by Xxxxxxxx with the Commission is not permitted under the Exchange Act, howeverpromptly upon written request and payment of the reasonable cost of duplication and delivery, that supply copies of such documents to any prospective holder at the Company's cost. Any such documents sent to the holders of the KDSM Senior Debentures shall also include financial information regarding the Company to the extent information regarding the Company would be required to be included in a registration statement relating to the Preferred Securities or the KDSM Senior Debentures, if such securities were being issued to the SEC does not permit public. If the filing described in Trust is the first sentence sole holder of this Section 7(h)(iii)the KDSM Senior Debentures, the Guarantor Trustees of the Trust will provide annual and interim cause the reports and other information delivered to the Trustee within Trust pursuant to this paragraph to be promptly delivered to the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery holders of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate)Preferred Securities.
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A8(q)(i)(A) and (B), an Officer’s Certificate stating that a review of the Guarantor’s activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have has kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if . If the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii8(q)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The Guarantor Standby Purchaser will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallytrustee may reasonably request.
(ii) The Guarantor Standby Purchaser will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A10(p)(i)(A) and (B), an Officer’s Officers' Certificate stating that a review of the activities of the Guarantor Standby Purchaser and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor Standby Purchaser and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty Agreement and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor Standby Purchaser shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii10(q)(iii), the Guarantor Standby Purchaser will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor Standby Purchaser were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Samples: Standby Purchase Agreement (Petrobras International Finance Co)
Provision of Financial Statements and Reports. So long as any Notes are outstanding, the Parent (whether or not required by the rules and regulations of the SEC) will furnish to each of the Holders of Notes (i) The Guarantor will provide all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Parent were required to file such financial information (including such financial information with respect to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after Issuer and the end of each fiscal quarter (other than Guarantors as would be required following the fourth quarterExchange Offer), its unaudited including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Parent and any consolidated balance sheet and statement Restricted Subsidiaries and, with respect to the annual information only, reports thereon by the Parent's independent public accountants (which shall be firm(s) of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(gestablished national reputation), as long as provided, that this clause (i) shall not apply to reports for the financial statements or reports are publicly available period ending March 31, 2000, and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together all information that would be required to be filed with each the SEC on Form 8-K if the Parent were required to file such reports. All such information and reports shall be filed with the SEC on or prior to the dates on which such filings would have been required to be made had the Parent been subject to the rules and regulations of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shallSEC. In addition, whether or not it is required to by the rules and regulations of the SEC, the Parent shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC, file with 's rules and regulations (unless the SEC will not accept such a filing) and deliver make such information available to securities analysts and prospective investors upon request. For so long as any Notes remain outstanding, the Issuer, the Parent and the other Guarantors shall furnish to the Trustee (for redelivery Holders of Notes and to all Noteholders) all reports securities analysts and other prospective investors, upon their request, the information as it would be required to file with the SEC be delivered pursuant to Rule 144A(d)(4) under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SECSecurities Act.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Provision of Financial Statements and Reports. The Company shall provide the Trustee for transmission to the Holders of Notes and to the Initial Purchasers:
(i) The Guarantor will provide to within 140 days after the Trusteeend of the fiscal year of the Company, in English or accompanied by a certified English translation thereof, annual reports containing audited consolidated and unconsolidated financial statements of the Company for such fiscal year; and (Aii) within 90 calendar 60 days after the end of each of the first three fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end quarters of each fiscal year, its audited quarterly reports containing unaudited consolidated and consolidated balance sheet and statement unconsolidated quarterly financial statements of income calculated the Company, prepared in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each Each of the financial statements delivered pursuant referred to Sections 7(g)(i)(Ain (i) and (Bii) shall be prepared in accordance with GAAP, consistently applied (except as noted therein), an Officer’s Certificate stating that and shall be translated into English. The financial statements referred to in (i) shall be accompanied by a review discussion and analysis, substantially in the format of the activities “Management’s Discussion and Analysis of Results of Operations and Financial Condition” that would be included in a Form 20-F filed under the Exchange Act, except that such discussion and analysis will be required only to compare the financial condition and results of operations of the Guarantor fiscal year most recently ended to the prior fiscal year. The financial statements referred to in (ii) shall be accompanied by a “Management’s Discussion and Analysis of Results of Operations and Financial Condition” for the Issuer has been made during the most recently ended fiscal period covered by such financial statements compared to the comparable fiscal period of the prior fiscal year. The financial statements referred to in (i) shall contain a reconciliation to U.S. GAAP of net income and shareholders’ equity. In addition, following the effectiveness of any registration statement of the Company under the Securities Act, the Company shall file with the Commission in accordance with applicable law and regulations (unless the Commission shall refuse to accept such filing) and provide to the Trustee (i) annual reports on Form 20-F (or any successor form) containing the information required to be contained (or required in such successor form); (ii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) and (iii) any other information, documents and other reports which the Company is required to file with the Commission. In addition to the foregoing, the Company will deliver to the Trustee simultaneously (i) with the delivery of each set of financial statements referred to above, an Officer’s Certificate (A) stating whether any Default exists on the date of such certificate and, if such certificate shall state that a view to determining whether Default then exists, setting forth the Guarantor details thereof and the Issuer have keptaction which the Company is taking or proposes to take with respect thereto and (B) if at the date of the balance sheet included in such financial statements the Company owns, observeddirectly or indirectly, performed less than 51% but at least 40% of the Voting Stock of Telefónica, setting forth in reasonable detail the calculation of the Company’s Fixed Charge Coverage Ratio for the four fiscal quarters ended on such balance sheet date and fulfilled (ii) with the delivery of the financial statements as of the end of each fiscal year of the Company, a statement of the Company’s independent public accountants as to (A) whether anything has come to their covenants attention in the course of their auditing of such financial statements to cause them to believe that any Default existed on the date of the balance sheet included in such financial statements and agreements under this Guaranty and (B) confirming the calculations, if any, set forth in the Officer’s Certificate delivered pursuant to clause (i) above for that no fiscal year. In the event that any Authorized Officer of the Company obtains knowledge of any Default or Event of Default, if such Default or Event of Default is then continuing, the Company will also promptly file with the Trustee an Officers’ Certificate setting forth the details thereof and the action which the Company is taking or proposes to take with respect thereto. In addition to the information provided for in the foregoing paragraphs, to the extent that any Note of a Series has occurred during been offered in reliance on Rule 144A, the Company shall furnish to any Holder of such period orNote or a beneficial interest in a Restricted Global Note of such Series, if one or more have actually occurredto any prospective purchaser designated by such a Holder, specifying all upon request of such events Holder, financial and what actions have been taken and will be taken other information described in paragraph (d) (4) of Rule 144A with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver Company to the Trustee extent required in order to permit such Holder to comply with Rule 144A (for redelivery as amended from time to all Noteholderstime and including any successor provision) all reports and other information as it would be required with respect to file with any resale of such Note or beneficial interest, unless, at the SEC time of such request, the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act or is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act if it were subject (as amended from time to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iiitime and including any successor provision), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports . The Company shall at all times comply with the SEC.
(iv) Delivery periodic reporting requirements of the above reports to the Trustee is for informational purposes only CNV and the Trustee's receipt Buenos Aires Stock Exchange as in effect at the time of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate)reporting.
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 1 contract
Provision of Financial Statements and Reports. (ia) The Guarantor will Issuer shall provide to the Trustee, in English or accompanied by a certified English translation thereof, thereof (A) within 90 calendar days after the end of each fiscal quarter of each fiscal year (other than the fourth quarter), its unaudited and consolidated balance sheet and statement final fiscal quarter of income calculated in accordance with Reporting GAAP any fiscal year) and (B) within 120 calendar 150 days after the end of each fiscal year of the Issuer; copies of unaudited (with respect to a fiscal quarter) or audited (with respect to a fiscal semester or a fiscal year) consolidated financial statements, in each case accompanied by an opinion from an independent auditor; provided that any such financial statements will be deemed to have been delivered on the date on which the Issuer has posted such financial statements on its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long website at xxx.xxxxxxxx.xxx.xx (it being understood that the Issuer shall promptly provide such other information as the financial statements or reports are publicly available Trustee may reasonably request and accessible electronically by that the Issuer may provide without violating any applicable law). The fiscal year of the Issuer begins on January 1 and ends on December 31 of each year.
(b) The Issuer shall provide (i) to the Trustee, at the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such same time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with as each of the financial statements is delivered to the Trustee pursuant to Sections 7(g)(i)(Aclause (b) and above, or (B), ii) to the Trustee within 14 days of any request by the Trustee an Officer’s Certificate stating that a review of the Issuer’s activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have has kept, observed, performed and fulfilled their its covenants and agreements under this Guaranty Indenture; and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Defaultevent.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(ivc) Delivery of the above reports such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's Issuer’s compliance with any of its covenants in the Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer's CertificateOfficers’ Certificates).
Appears in 1 contract
Samples: Indenture
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered by DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The Guarantor Standby Purchaser will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor Standby Purchaser will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A10(p)(i)(A) and (B), an Officer’s Officers’ Certificate stating that a review of the activities of the Guarantor Standby Purchaser and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor Standby Purchaser and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty Agreement and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor Standby Purchaser shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii10(q)(iii), the Guarantor Standby Purchaser will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor Standby Purchaser were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered by DTC representing the Noteholders, at 50 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's Standby Purchaser’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 1 contract
Samples: Standby Purchase Agreement (Petrobras International Finance Co)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A7(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered by DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing. (v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 1 contract
Samples: Guaranty
Provision of Financial Statements and Reports. (i) The Guarantor Standby --------------------------------------------- Purchaser will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallytrustee may reasonably request.
(ii) The Guarantor Standby Purchaser will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A10(q)(i)(A) and (B), an Officer’s Officers' Certificate stating that a review of the activities of the Guarantor Standby Purchaser and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor Standby Purchaser and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty Agreement and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor Standby Purchaser shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii10(q)(iii), the Guarantor Standby Purchaser will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor Standby Purchaser were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Samples: Standby Purchase Agreement (Petrobras International Finance Co)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and U.S. GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long U.S. GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A8(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii8(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered to DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The So long as any of the New Notes remain outstanding, the Parent Guarantor will provide to make available in the English language on its website, and will also file with the Trustee:
(1) within one hundred and twenty (120) calendar days after the end of the fiscal year of the Parent Guarantor, copies of its consolidated financial statements in English or accompanied respect of such fiscal year (including a statement of income, balance sheet and cash flow statement) audited by a certified English translation thereof, member firm of an internationally-recognized firm of independent accountants; and
(A2) within 90 sixty (60) calendar days after the end of each of the first three fiscal quarter quarters of the Parent Guarantor, copies of its unaudited financial statements (other than the fourth quarteron a consolidated basis), its unaudited and consolidated including a statement of income, balance sheet and statement cash flow statement, prepared on a basis consistent with the audited financial statements of income calculated the Parent Guarantor.
(ii) So long as any of the New Notes remain outstanding, the Parent Guarantor will provide to the Trustee concurrently with the delivery of consolidated financial statements pursuant to clause (ii)(1) above, an Officer’s Certificate stating (A) the Consolidated Leverage Ratio with respect to the four most recent fiscal quarters and showing in accordance with Reporting GAAP reasonable detail the calculation made in respect thereof, including the arithmetic computations of each component of the Consolidated Leverage Ratio and (B) that no Event of Default has occurred and is continuing, or, if an Event of Default has occurred and is continuing, specifying each such Event of Default and the nature and status thereof. The Parent Guarantor will also be obligated to notify the Trustee in writing of any Event of Default that has occurred and is continuing in respect of the performance of any material covenants or agreements under this Indenture and/or Collateral Documents within 120 thirty (30) days of the occurrence of such Event of Default specifying the nature and status thereof.
(iii) So long as any of the New Notes remain outstanding, the Issuer will make available in the English language on its website and will also file with the Trustee:
(1) Within one hundred and twenty (120) calendar days after the end of the fiscal year of the Issuer, copies of its consolidated financial statements in respect of such fiscal year (including a statement of income, balance sheet and cash flow statement), audited by a member firm of an internationally-recognized firm of independent accountants; and
(2) Within sixty (60) calendar days after the end of each of the first three fiscal yearquarters of the Issuer, copies of its audited and unaudited financial statements (on a consolidated basis), including a statement of income, balance sheet and statement of income calculated in accordance cash flow statement, prepared on a basis consistent with Reporting GAAP. For purposes of this Section 7(g), as long as the audited financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SECIssuer.
(iv) So long as any of the New Notes remain outstanding and secured by the Collateral, the Issuer will make available in the English language and on its website and will also file with the Trustee the annual appraisal reports prepared in accordance with the Peruvian Trust Agreement.
(v) So long as any of the New Notes remain outstanding, the Issuer will continue to hold quarterly conference calls with investors to discuss the consolidated financial results for the relevant fiscal quarter, consistent with past practice.
(vi) Further, the Issuer, the Parent Guarantor and each Subsidiary Guarantor have agreed that, for as long as any New Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, during any period in which the Issuer, the Parent Guarantor or such Subsidiary Guarantor is neither subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Issuer, the Parent Guarantor or such Subsidiary Guarantor, as the case may be, shall supply to (i) any Holder or beneficial owner of a New Note or (ii) a prospective purchaser of a New Note or a beneficial interest therein designated by such Holder or beneficial owner, the information specified in, and meeting the requirements of Rule 144A(d)(4) under the U.S. Securities Act upon the request of any Holder or beneficial owner of a New Note.
(vii) Delivery of the above reports such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's Issuer’s compliance with any of its covenants in the Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate’s Certificates).
Appears in 1 contract
Samples: Indenture (Camposol Holding PLC)
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP IFRS and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAPIFRS. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's ’s compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and GAAP, (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP. For purposes of this Section 7(g), as long GAAP and (C) such other financial data as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronicallymay reasonably request.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A8(h)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Amended and Restated Guaranty and the Indenture, as applicable, and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii8(h)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Upon written request of any Holder or The Depository Trust Company (DTC), the reports and other information provided for in this paragraph (h) shall be delivered to DTC representing the Noteholders, at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, Attention: Proxy Department, or such other address as DTC may provide to the Trustee in writing.
(v) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).
Appears in 1 contract
Provision of Financial Statements and Reports. (a) The Company will file on a timely basis with the SEC, to the extent such filings are accepted by the SEC and whether or not the Company has a class of securities registered under the Exchange Act, (i) The Guarantor will provide all annual and quarterly financial statements and other financial information that would be required to be contained in a filing with the Commission on Forms 20-F and 10-Q if the Company were required to file such Forms (which financial statements shall be prepared in accordance with U.S. GAAP), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the Trusteeannual financial information, in English or accompanied a report thereon by a the Company's certified English translation thereof, independent accountants and (Aii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. Such quarterly financial information shall be filed with the Commission within 90 calendar 45 days after following the end of each fiscal quarter (other than of the fourth quarter)Company, its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP and (B) such annual financial information shall be furnished within 120 calendar 90 days after following the end of each fiscal year, its audited and consolidated balance sheet and statement year of income calculated in accordance the Company. Such annual financial information shall include the geographic segment financial information required to be disclosed by the Company under Item 101(d) of Regulation S-K under the Securities Act. The Company shall also (a) file with Reporting GAAP. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication and provide to each holder, without cost to such holder, copies of such financial statements or reports shall comply and documents within 15 days after the date on which the Company files such reports and documents with the Guarantor’s obligation to deliver such statements and reports to Commission or the Trustee hereunder. The Guarantor shall provide date on which the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it Company would be required to file such reports and documents if the Company were so required, and (b) if filing such reports and documents with the SEC Commission is not accepted by the Commission or is prohibited under the Exchange Act if it were Act, to supply at the Company's cost copies of such reports and documents to any prospective holder promptly upon request. In addition, for so long as the Notes remain outstanding and the Company is not subject to those regulations; provided, however, that if the SEC does not permit reporting requirements of Section 13 or 15(d) of the filing described in Exchange Act nor exempt from reporting under Rule 12g3-2(b) of the first sentence of this Section 7(h)(iii)Exchange Act, the Guarantor will provide annual and interim reports and other information Company shall furnish to the Trustee within Holders and to securities analysts and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the same time periods Securities Act and, to any beneficial holder of Notes, information of the type that would be applicable if the Guarantor were required and permitted to file these reports filed with the SEC.
(iv) Commission pursuant to the foregoing provisions, upon the request of any such holder. Delivery of the above reports such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the GuarantorCompany's compliance with any of its covenants in the Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer's CertificateOfficers' Certificates).
(b) Such reports shall be delivered to the Registrar and the Registrar will mail them at the Company's expense to the Holders at their addresses appearing in the register of Notes maintained by the Registrar.
(c) Upon qualification of this Indenture with the TIA, the Company shall also comply with the provisions of TIA Section 314(a).
Appears in 1 contract
Provision of Financial Statements and Reports. (i) The Guarantor will provide to the Trustee, in English or accompanied by a certified English translation thereof, (A) within 90 calendar days after the end of each fiscal quarter (other than the fourth quarter), its unaudited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAP IFRS and (B) within 120 calendar days after the end of each fiscal year, its audited and consolidated balance sheet and statement of income calculated in accordance with Reporting GAAPIFRS. For purposes of this Section 7(g), as long as the financial statements or reports are publicly available and accessible electronically by the Trustee, the filing or electronic publication of such financial statements or reports shall comply with the Guarantor’s obligation to deliver such statements and reports to the Trustee hereunder. The Guarantor shall provide the Trustee with prompt written notification at such time that the Guarantor ceases to be a reporting company. The Trustee shall have no obligation to determine if and when the Guarantor’s financial statements or reports are publicly available and accessible electronically.
(ii) The Guarantor will provide, together with each of the financial statements delivered pursuant to Sections 7(g)(i)(A) and (B), an Officer’s Certificate stating that a review of the activities of the Guarantor and the Issuer has been made during the period covered by such financial statements with a view to determining whether the Guarantor and the Issuer have kept, observed, performed and fulfilled their covenants and agreements under this Guaranty and that no Default or Event of Default has occurred during such period or, if one or more have actually occurred, specifying all such events and what actions have been taken and will be taken with respect to such Default or Event of Default.
(iii) The Guarantor shall, whether or not it is required to file reports with the SEC, file with the SEC and deliver to the Trustee (for redelivery to all Noteholders) all reports and other information as it would be required to file with the SEC under the Exchange Act if it were subject to those regulations; provided, however, that if the SEC does not permit the filing described in the first sentence of this Section 7(h)(iii7(g)(iii), the Guarantor will provide annual and interim reports and other information to the Trustee within the same time periods that would be applicable if the Guarantor were required and permitted to file these reports with the SEC.
(iv) Delivery of the above reports to the Trustee is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants in the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer's ’s Certificate).
Appears in 1 contract