Reports and Other Information. Notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date, (1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and (3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 5 contracts
Samples: Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.), Indenture (OUTFRONT Media Inc.)
Reports and Other Information. Notwithstanding that (a) Whether or not the Issuers may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Company will furnish to the Holders or cause the Trustee to furnish to the Holders, or file with the SEC for public availability through the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (and make available (without exhibits), without cost, to or any successor system) no later than 15 days after the dates specified below:
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 90 days after it files the end of each fiscal year (or such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Company were required to file such reports;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Company were required to be contained therein, or required in file such successor or comparable form;reports; and
(2iii) within 5 days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, K after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC K if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been Company were required to file such information with reports. If the SECCompany has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if they were subject to Sections 13 or 15(d) taken together as one Subsidiary, would constitute a Significant Subsidiary of the Exchange Act. In Company, then the event that (1) the rules annual and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either quarterly reports required by clauses (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or and (ii) above shall include a presentation of selected financial metrics (in the Company’s sole discretion) of such parent entity of Finance LLC provides separate financial information and Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations” or other comparable section. If the Company or any Parent Entity does not file reports containing such information with the SEC, the Company will make available such information and such reports to the Restricted Subsidiaries Trustee under this Indenture, to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information on the one handits website, on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and for will make such information readily available to any other material business on Holder or any bona fide prospective investor in the other hand, then Notes (which prospective investors will be limited to “qualified institutional buyers” within the information and reports required by this covenant may be those meaning of such parent company on a consolidated basis, rather than those Rule 144A of the IssuersSecurities Act that certify their status as such to the reasonable satisfaction of the Company) who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Company shall post such information thereon and make readily available any password or other login information to any such prospective holder, securities analyst or market maker. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Delivery If any Parent Entity files reports with the SEC in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with the filing periods specified in the first paragraph of this covenant, then the Company shall be deemed to comply with this covenant. The Trustee will have no responsibility whatsoever to determine if any such reportsfiling has occurred. For the avoidance of doubt, such reports need not include separate financial information required by Rules 3-10 and documents 3-16 of Regulation S-X; provided, however, that if such Parent Entity has more than de minimis operations separate and apart from its ownership in the Company and its Subsidiaries, then the financial statements of the Parent Entity shall be accompanied by selected financial metrics (in the Company’s sole discretion and which need not be audited) that show the differences between the information relating to such Parent Entity and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Trustee is for informational purposes only Company and its Subsidiaries on a stand-alone basis, on the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)other hand.
Appears in 4 contracts
Samples: Indenture (LPL Financial Holdings Inc.), Indenture (LPL Financial Holdings Inc.), Indenture (LPL Financial Holdings Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibitsunless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within 90 days after the time end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then in effect subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual report (which, if permitted under the applicable rules and regulations of the Exchange Act with respect to SEC, may be the filing annual report of a Holdings or another Parent of the Issuer) on Form 10-K by a nonor 20-accelerated filer, annual reports on Form 10-K, F (or any successor or comparable form, forms) containing the information required to be contained therein, therein (or required in such successor or comparable form;) and
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, reports voluntary filer or otherwise), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Issuer) on Form 10-Q containing all quarterly information that would be required to be contained in Form 10or 6-Q, K (or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLCforms), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and including a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then or substantially similar section (whether or not required by such form).
(b) The Issuer shall make the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the IssuersSection 4.02(a) available to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to securities analysts of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee’s receipt Holders if it or Holdings or another Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available.
(d) In the event that any Parent of the Issuer is or becomes a Guarantor or co-obligor of the Notes, the Issuer may satisfy its obligations under this Section with respect to financial information relating to the Issuer by furnishing financial information relating to such Parent; provided that, if required by Regulation S-X under the Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including change to the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Trustee.
Appears in 4 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.), Indenture (Intelsat LTD)
Reports and Other Information. (a) Notwithstanding that the Issuers Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Xxxxxxx XX shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Holder, within 15 days after it Xxxxxxx XX files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Xxxxxxx XX shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Xxxxxxx XX shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website Holders of the Notes, in each case within 15 days after the time they the Issuers would have been be required to file such information with the SEC, if they it were subject to Sections 13 or 15(d) of the Exchange Act. In ; provided, further, that, with respect to the event quarter with respect to which the Issuers notify the Trustee in writing that (1) a Foreign Parent intends to switch the rules currency in which its financial statements are reported, Xxxxxxx XX shall not be required to make available such information to prospective purchasers of Notes or provide such information to the Trustee and regulations the Holders of the SEC (including Rule 3-10 of Regulation S-X) permit Notes until 90 days after the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those end of such parent company on a consolidated basis, rather than those of the Issuersquarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties have agreed that, for so long as any Notes are outstanding, the Issuers they shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Covenant Parties shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K.
(b) If Parent or any other direct or indirect parent company of Xxxxxxx XX is a Guarantor of the Notes, the Covenant Parties may satisfy their obligations under this Section 4.03 with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a stand-alone basis, on the other hand.
(c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no responsibility to determine if Xxxxxxx XX, Parent or any other direct or indirect parent company of Xxxxxxx XX has filed any information with the SEC.
Appears in 4 contracts
Samples: Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Issuer shall post make available such reports on information to prospective purchasers of Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders of the Notes, in each case within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. .
(b) In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on the Issuer becomes a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly Guarantor of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and relating to the Restricted Subsidiaries Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, .
(c) Notwithstanding anything herein to the extent not satisfied by the foregoing, for so long as any Notes are outstandingcontrary, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such Issuer shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance be deemed to have failed to comply with any of their covenants hereunder its obligations set forth under this Section 4.03 for purposes of clause (as 3) of Section 6.01(a) hereof until 60 days after the date any report is due pursuant to which the Trustee is entitled to rely exclusively on Officer’s Certificates)this Section 4.03.
Appears in 3 contracts
Samples: Indenture (Energy Future Intermediate Holding CO LLC), Indenture (EFIH Finance Inc.), Indenture (Energy Future Intermediate Holding CO LLC)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall be required to file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that provide the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,Holders with:
(1) within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filerfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by for a non-accelerated filer, for filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Issuer on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the periods specified for filing of a Current Reports on Form 8-K, K after the occurrence of an each event that would have been required to be therein reportedreported in a Current Report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act, such other current reports on Form 8-K, or any successor or comparable form; provided that no such Current Reports shall be required to be filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or the business, assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC or (ii) present any information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) or any other rule or regulation implementing Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or by Item 402 of Regulation S-K and (B) if any Parent Entity is a manner that complies Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of a parent company, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects with the requirements specified in such formof clauses (1), (2) or (3) above; provided that the Issuers shall not be so obligated to file if such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and holds material assets (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipcash, directly or indirectly of Cash Equivalents and the Capital Stock of Finance LLC or (iithe Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent entity of Finance LLC provides separate financial information company and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted its consolidated Subsidiaries on the one hand, and for any other material business the Issuer and the Restricted Subsidiaries on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents reports to the Trustee trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
(b) Notwithstanding anything herein to the contrary, (A) the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the date any such report is due hereunder and (B) the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing and (ii) subject to clause (A) of this sentence, the Issuer makes available the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee, in each case, within 15 days after the applicable date the Issuer would be required to file such information pursuant to the first paragraph of this section. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default (unless the Notes have been accelerated at such time) with respect thereto shall be deemed to have been cured.
(c) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum in the penultimate paragraph under “Summary—Our Company”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(f) The Trustee shall have no obligation to determine whether or not such information, documents or reports in this Section have been filed by the Issuer.
Appears in 3 contracts
Samples: Indenture (FTAI Aviation Ltd.), Indenture (FTAI Aviation Ltd.), Indenture (FTAI Aviation Ltd.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date),
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form;),
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form),
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form; in each case), in a manner that complies in all material respects and
(iv) any other information, documents and other reports which the Issuer would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Issuer will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC), the Issuer to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Issuer, or
(ii) such any direct or indirect parent entity of Finance LLC provides separate the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 and furnishing financial information relating to such direct or indirect parent for the Issuer will satisfy this Section 4.02; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Issuer and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to the Issuer, the Subsidiary Pledgors and the other material business Subsidiaries of the Issuer on a standalone basis, on the other hand, then the .
(c) The Issuer will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer has agreed that, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee’s receipt holders if the Issuer has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offers contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such shall not constitute constructive notice Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website (or that of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificatesits parent companies).
Appears in 3 contracts
Samples: Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Entertainment Inc)
Reports and Other Information. Notwithstanding that (a) After the Issuers may Effective Date, whether or not be the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Issuer will furnish to the Holders or cause the Trustee to furnish to the Holders or post on its website or file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s for public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,availability:
(1) within 90 days after the time end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Issuer were required to file such reports;
(2) beginning with the fiscal quarter ending June 30, 2021, within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Issuer were required to be contained therein, or required in file such successor or comparable form;reports; and
(23) within as soon as practicable (and in any event no later than five days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, ) after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-KK if the Issuer were required to file such reports; provided, or however, that, if the last day of any successor or comparable form; in each casesuch period is not a Business Day, in a manner that complies such report will be due on the next succeeding Business Day. All such reports will be prepared in all material respects in accordance with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) all of the Exchange Act. In the event that (1) the rules and regulations of the SEC applicable to such reports. For the avoidance of doubt, such reports (including Rule x) will not be required to include separate financial information that would be required by Rules 3-10 and 3-16 of Regulation S-XX and (y) permit will not be subject to the Issuers and Trust Indenture Act. After the Parent (Effective Date, the Issuer or any other direct or indirect parent company of Finance LLCthe Issuer will maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to the annual and quarterly financial information described above (and if applicable, the quarterly information described in Section 4.03(b), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC ). If the website containing the financial reports is not engaged in available to the public, the Issuer or any business in any material respect other than incidental to its ownership, directly direct or indirectly indirect parent company of the Capital Stock of Finance LLC Issuer will direct Holders, prospective investors and securities analysts on its publicly available website to contact the Issuer to obtain access to the non-public website.
(b) Notwithstanding the foregoing, if the Effective Date has not occurred on or prior to the date 45 days after June 30, 2021, the Escrow Issuer will furnish or cause to be furnished to the Holders or cause the Trustee to furnish to the Holders or post on its (iior the Company’s or Merck’s) such parent entity of Finance LLC provides separate website or file or cause to be filed with the SEC for public availability interim financial information statements and a Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) with respect to the three and six-months ending June 30, 2021, in each case substantially comparable to the audited combined financial statements and MD&A included in the Offering Memorandum (provided that such interim financial statements shall not be required to be audited; provided further, that if such interim financial statements and MD&A are included in the Company’s Form 10 Registration Statement filed with the SEC for Finance LLC public availability on or prior to such date, the requirements of this Section 4.03(b) shall be deemed to be satisfied).
(c) If any direct or indirect parent company of the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such reports need not include separate financial information required by Rules 3-10 and 3-16 of Regulation S-X; provided that, if such direct or indirect parent company of the Restricted Subsidiaries Issuer has more than de minimis operations separate and apart from its ownership in the Issuer, then the financial statements of the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent company and its Subsidiaries, on the one hand, and for any other material business the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to .
(d) To the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to Holders, securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03, and failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company provides all required reports to the Holders (including to the Trustee for delivery to the Holders) or files all required reports with the SEC. The Trustee shall have no responsibility to determine whether any report has been filed by the Issuer or posted on the Issuer’s website. Delivery of such reports, information information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 3 contracts
Samples: Indenture (Organon & Co.), Indenture (Organon & Co.), Indenture (Organon & Co.)
Reports and Other Information. Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Issuer shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they it would have been required to file such information with the SEC, if they it were subject to Sections 13 or 15(d) of the Exchange Act. The filing requirements set forth above for the applicable period may be satisfied by the Issuer (i) by the posting of such reports or the information required to be set forth therein on the Issuer’s public website (which may include a press release of the Issuer), (ii) by the filing with the SEC of a shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (iii) with respect to its reporting obligations pursuant to clauses (1) and (2) above, by including in the registration statement referred to in the definition of “IPO” quarterly or annual updates, as applicable, to the applicable disclosures set forth therein and without otherwise satisfying the requirements of Form 10-K or 10-Q; provided that, except as set forth in the immediately preceding clause with respect to scope of disclosure, this paragraph shall not supersede or in any manner suspend or delay the Issuer’s reporting obligations, or the time periods required therefor, set forth above. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or if such rules and regulations do not apply, would permit if such rules and regulations did apply) the Issuer or any other direct or indirect parent company of Finance LLC), the Issuer to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to basis, the Issuer may satisfy its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate obligations under this covenant by furnishing financial information and a Management’s Discussion reports relating to such parent, provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and Analysis any of Financial Condition its subsidiaries other than the Issuer and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to the Issuer, the Subsidiary Guarantors and the other material business Subsidiaries of the Issuer on a stand-alone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstanding, the Issuers shall it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 3 contracts
Samples: Indenture (CBS Radio Inc.), Indenture (CBS Radio Inc.), Indenture (CBS Corp)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file with the SEC (and make available (without exhibits)upon written request provide the Trustee and holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Company would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case, within 15 days after the time they the Company would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Company has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), the Company to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Company, or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Company and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Company will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCompany shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the XXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 3 contracts
Samples: Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that provide the Trustee shall have no responsibility whatsoever to determine whether and Holders with copies thereof by posting such filing or any other filing described below has occurred) from and after the Issue Dateinformation on its primary website),
(1) within as soon as available and in any event on or before the time period then in effect under date on which such reports would be required to be filed with the rules and regulations of SEC (if the Exchange Act with respect to the filing of a Form 10-K by Issuer were a non-accelerated filerfiler subject to Section 13 or 15(d) of the Exchange Act), annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form;),
(2) within as soon as available and in any event on or before the time period then in effect under date on which such reports would be required to be filed with the rules and regulations of SEC (if the Exchange Act with respect to the filing of a Form 10-Q by Issuer were a non-accelerated filer, for each filer subject to Section 13 or 15(d) of the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form),
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reported (and in any event within the time period specified for filing current reports on Form 8-KK by the SEC), reports on Form 8-K (or any successor or comparable form; ), and
(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that . Notwithstanding the Issuers shall not foregoing, the Issuer will be so obligated deemed to file have furnished such reports referred to above to the Trustee and the Holders if the Issuer (or a direct or indirect parent of the Issuer if it otherwise meets the requirements set forth in Section 4.03(b)), has filed such reports with the SEC if via the XXXXX filing system and such reports are publicly available.
(b) If at any time any direct or indirect parent of the Issuer (x) is or becomes a guarantor of the Notes (there being no obligation of any parent to do so), (y) holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or of any direct or indirect parent corporation of the Issuer (and performs the related incidental activities associated with such ownership) and (z) complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC does not permit such filing(or any successor provision), in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been reports, information and other documents required to file be filed and furnished to Holders of the Notes pursuant to this Section 4.03 may, at the option of the Issuer, be filed or furnished by and be those of such direct and indirect parent of the Issuer rather than the Issuer.
(c) The Issuer will make such information with available to prospective investors upon request. In addition, the SECIssuer has agreed that, if they were for so long as any Notes remain outstanding during any period when it is not subject to Sections Section 13 or 15(d) of the Exchange Act. In , it will furnish to the event that (1) the rules and regulations Holders of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed unaudited discussion (as determined in good faith by senior management of the Issuer) of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries of the Issuer separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements under this Section 4.03 for purposes of Section 1.01(a)(4) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.03.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 3 contracts
Samples: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)
Reports and Other Information. Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3iii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Issuer shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. ; provided, further, that the Issuer shall not be obligated to include in such reports the separate financial statements required by Rule 3-10 or 3-16 of Regulation S-X. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC)the Issuer becomes a Guarantor of the Notes, the Issuer shall have satisfied its obligations under this Section 4.03 with respect to report at financial information relating to the Issuer by furnishing financial information relating to such parent entity’s level company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Subsidiaries on a consolidated basis standalone basis, on the other hand. If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and (2) annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly on the face of the Capital Stock of Finance LLC financial statements or (ii) such parent entity of Finance LLC provides separate financial information in the footnotes thereto, and a in “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries on separate from the one hand, financial condition and for any other material business on the other hand, then the information and reports required by this covenant may be those results of such parent company on a consolidated basis, rather than those operations of the IssuersIssuer’s Unrestricted Subsidiaries. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, outstanding the Issuers Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 3 contracts
Samples: Indenture (Communications Sales & Leasing, Inc.), Indenture (Communications Sales & Leasing, Inc.), Indenture (Communications Sales & Leasing, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers VNU HF shall file with the SEC (and make available to the Administrative Agent and Lenders (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Lender, within 15 days after it VNU HF files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Closing Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers VNU HF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event VNU HF shall make available such information to the Issuers shall post such reports on Administrative Agent and the Parent’s or an Issuer’s public website Lenders, in each case within 15 days after the time they the Borrower would have been be required to file such information with the SEC, if they it were subject to Sections 13 or 15(d) of the Exchange Act. In ; provided, further, that, for the event quarter with respect to which the Borrower notifies the Administrative Agent in writing that (1) Parent intends to switch the rules and regulations of currency in which its financial statements are reported, VNU HF shall not be required to make available such information to the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Administrative Agent and the Parent Lenders until 90 days after the end of such quarter.
(or b) If any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on VNU HF is a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly Guarantor of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate Loans, the Covenant Parties may satisfy their obligations under this Section 6.01 with respect to financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and relating to the Restricted Subsidiaries Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 3 contracts
Samples: Senior Secured Loan Agreement (Nielsen Holdings B.V.), Senior Secured Loan Agreement (Nielsen Holdings B.V.), Senior Secured Loan Agreement (Nielsen CO B.V.)
Reports and Other Information. Notwithstanding that (a) If at any time the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECAct, the Issuers Issuer shall file with the SEC Commission (unless the Commission will not accept such a filing), and make available (without exhibits)provide the Trustee with copies thereof, without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information (or attempts to file) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue DateCommission,
(1i) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a an annual report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form);
(2ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports quarterly report on Form 10-Q containing (or any successor or comparable form); and
(iii) all quarterly information current reports that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within filed with the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports Commission on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with K.
(b) If the requirements specified in such form; provided that the Issuers shall Issuer is not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections the reporting requirements of Section 13 or 15(d) of the Exchange Act. In , the event that (1) Issuer shall file with the Trustee, within 45 days after the required filing deadline in accordance with the rules and regulations of prescribed from time to time by the SEC Commission (including Rule 3-10 of Regulation S-X) permit applied as if the Issuers and Issuer were subject to the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either foregoing reporting requirements):
(i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly financial information of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information Issuer as would be required to be contained in an annual report on Form 10-K and a quarterly report on Form 10-Q, as applicable, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and Operations,”
(ii) with respect to the Restricted Subsidiaries annual financial information referred to above only, a report on the one handannual financial statements of the Issuer by the Issuer’s independent public accountants, and for any other material business and
(iii) such current reports on Form 8-K as would be required pursuant to Section 15(d) of the other hand, then Exchange Act in respect of a security subject to the information and reports required by this covenant may be those periodic reporting requirements of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for section.
(c) For so long as any the Notes are outstanding“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuers shall Issuer will, at any time when the Issuer is not subject to Section 13 of 15(d) of the Exchange Act, promptly furnish or cause to Holders and be furnished to any Holder or beneficial owner of those restricted securities analysts and or to any prospective investorspurchaser of those restricted securities designated by the Holder or beneficial owner, in each case, upon their requestthe request of the Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to under Rule 144A(d)(4) under the Securities Act. Delivery of .
(d) Notwithstanding the foregoing, the Issuer shall be deemed to have furnished such reports, information reports referred to in Section 4.02(a) and documents (b) above to the Trustee if it has filed such reports with the Commission via the XXXXX filing system or any successor system. The subsequent filing with the Trustee and, if applicable, the Commission of any report required by this Section 4.02 shall be deemed to automatically cure any Default of event of Default resulting from the failure to file such report within the time period required.
(e) If at any time any direct or indirect parent of the Issuer is for informational purposes only a Guarantor of the Notes and has filed with the Trustee’s receipt Trustee and, if applicable, the Commission the reports required to be filed and furnished to Holders pursuant to this Section 4.02 with respect to such parent (including any financial information required by Regulation S-X promulgated by the Commission by virtue of such Guarantee), the Issuer shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ be deemed to be in compliance with any the provisions of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)this Section 4.02.
Appears in 3 contracts
Samples: Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and Parent will make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on its website or furnish to the Trustee within the time periods specified in the SEC’s XXXXX system rules and regulations that are then applicable to Parent (or if Parent is not then subject to the Parent’s or reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether “accelerated filer” as defined in such filing or any other filing described below has occurred) from rules and after the Issue Date,regulations):
(1) within the time period then all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by Parent’s independent registered public accounting firm;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; , if Parent were required to file such reports, in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that .
(b) Parent will be deemed to have furnished to the Issuers shall not be so obligated Trustee the reports and information referred to file above in this covenant if the Parent has posted such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports or information on the Parent’s its website or an Issuer’s public website within 15 days after the time they would have been required to file such information filed them with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall will furnish to Holders and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The requirements set forth in this paragraph and the preceding paragraph may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Issuers or a third party) to which access will be given to Holders and prospective purchasers of the Notes.
(c) If Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, and any such Unrestricted Subsidiary is or, taken together with all other Unrestricted Subsidiaries as a whole, would be a Significant Subsidiary, then, to the extent material, the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent.
(d) The Issuers shall use their commercially reasonable efforts to (i) schedule and participate in quarterly conference calls for the Holders and beneficial owners of the Notes (which can be the same as the conference calls held for equity holders of the Parent) to discuss its results of operations and (ii) provide S&P and Xxxxx’x. with information on a periodic basis as S&P or Xxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes.
(e) To the extent any information is not provided as specified in this Section 4.03 and such information is subsequently provided in accordance with this Indenture, Parent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s its receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s, any Guarantor’s or any other Person’s compliance with any of their its covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(g) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports, information or other documents posted on a website or filed with the SEC under this Indenture, or participate in any conference calls.
Appears in 2 contracts
Samples: Indenture (Alliance Holdings GP, L.P.), Indenture (Alliance Resource Partners Lp)
Reports and Other Information. Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not or make publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public its website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period (including any applicable grace period) then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period (including any applicable grace period) then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period (including any applicable grace period) then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that in the Issuers case of the foregoing clauses (1) and (2), such information is included or incorporated by reference in the Offering Memorandum. The Trustee shall not have no responsibility whatsoever to determine whether such filing or any other filing requirement described above has occurred. The filing requirements set forth above for the applicable period may also be so obligated to file such reports satisfied by the Issuer (i) by the filing with the SEC if the SEC does not permit of a shelf registration statement, and any amendments thereto, with such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such financial information with the SEC, if they were subject to Sections 13 or 15(d) that satisfies Regulation S-X of the Exchange Act. In the event that Securities Act or (ii) with respect to its reporting obligations pursuant to clauses (1) and (2) above, by including in a registration statement filed with SEC quarterly or annual updates, as applicable, to the rules applicable disclosures set forth therein and regulations without otherwise satisfying the requirements of Form 10-K or 10-Q; provided that, except as set forth in the SEC (including Rule 3-10 immediately preceding clause with respect to scope of Regulation S-X) permit disclosure, this paragraph shall not supersede or in any manner suspend or delay the Issuers and Issuer’s reporting obligations, or the Parent (or time periods required therefor, set forth above. The Issuer will be deemed to have satisfied the requirements of this Section 4.03 if any other direct or indirect parent company of Finance LLC)the Issuer (including the Parent) files reports, to report at such parent entity’s level documents and information of the types otherwise so required on a consolidated basis basis, provided that, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and (2) either (i) such parent entity any of Finance LLC is not engaged in any business in any material respect its subsidiaries other than incidental to the Issuer and its ownershipSubsidiaries, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any the information relating to the Issuer, the Subsidiary Guarantors and the other material business Subsidiaries of the Issuer on a stand-alone basis, on the other hand, then the unless such differences are immaterial, in which case no such consolidating information and reports required by this covenant may will be those of such parent company on a consolidated basis, rather than those of the Issuersrequired. In addition, to the extent not satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstanding, the Issuers shall it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding anything herein to the contrary, any failure to comply with this Section 4.03 shall be automatically cured when the Issuer or any direct or indirect parent of the Issuer, as the case may be, makes available all required reports to the Holders of the Notes. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 2 contracts
Samples: Indenture (Entercom Communications Corp), Indenture (Entercom Communications Corp)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibitsunless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within 90 days after the time end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then in effect subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual report (which, if permitted under the applicable rules and regulations of the Exchange Act with respect to SEC, may be the filing annual report of a Holdings or another Parent of the Issuer) on Form 10-K by a nonor 20-accelerated filer, annual reports on Form 10-K, F (or any successor or comparable form, forms) containing the information required to be contained therein, therein (or required in such successor or comparable form;) and
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, reports voluntary filer or otherwise), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Issuer) on Form 10-Q containing all quarterly information that would be required to be contained in Form 10or 6-Q, K (or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLCforms), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and including a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then or substantially similar section (whether or not required by such form).
(b) The Issuer shall make the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the IssuersSection 4.02(a) available to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee’s receipt Holders if it or Holdings or another Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available.
(d) In the event that any Parent of the Issuer is or becomes a Guarantor or co-obligor of the Notes, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such Parent; provided that, if required by Regulation S-X under the Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including change to the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Trustee.
Appears in 2 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Reports and Other Information. Notwithstanding that (a) For so long as any Securities are outstanding, the Issuers may not be subject Company shall deliver to the reporting requirements Trustee a copy of Section 13 or 15(d) all of the Exchange Act or otherwise report on an annual information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to below (within the time periods specified in the SEC’s rules and regulations promulgated by that would apply if the SEC, the Issuers shall Company were required to file with the SEC as a “non-accelerated filer”; provided that if the Reporting Entity (as defined below) is filing such information and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to within the extent not publicly available on time periods specified in the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether SEC rules and regulations for such filing or any other filing described below has occurred) from and after the Issue Date,Reporting Entity):
(1) within the time period then in effect under the rules and regulations annual reports of the Exchange Act with respect Reporting Entity (as defined below) for such fiscal year containing the information that would have been required to the filing of a be contained in an annual report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, containing except to the information required extent permitted to be contained therein, or required in such successor or comparable formexcluded by the SEC;
(2) within the time period then in effect under the rules and regulations quarterly reports of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, Reporting Entity for each of the first three fiscal quarters of each fiscal year, reports year thereafter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3) current reports of the Reporting Entity containing substantially all quarterly of the information that would be required to be contained filed in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports current report on Form 8-KK under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01(a) and (b) (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act. In addition to providing such information to the Trustee, the Company shall make available to the Holders, prospective investors, bona fide market makers and securities analysts the information required to be provided pursuant to the foregoing clauses (1), (2) and (3), by posting such information to its website (or the website of any of the Company’s parent companies, including the Reporting Entity) or on IntraLinks or any successor comparable online data system or comparable form; in each casewebsite. Notwithstanding the foregoing, in a manner (A) neither the Company nor any Reporting Entity that complies in all material respects with the requirements specified in such form; provided that the Issuers shall is not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event Act will be required to deliver any information, certificates or reports that would otherwise be required by (1i) the rules and regulations Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein and (including B) such reports will not be required to contain audited or unaudited condensed consolidating financial information in the notes to the audited or unaudited financial statements required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X) permit the Issuers and the Parent X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any other direct successor or indirect parent company comparable forms) or related rules under Regulation S-K; provided that for the avoidance of Finance LLC)doubt if the Reporting Entity is not the Company, such Reporting Entity will continue to report at such parent entity’s level on a consolidated basis and be required to deliver the information described in clause (2) of Section 4.12(b) in either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations” section or other such non-financial statement section of such report or as otherwise permitted pursuant to clause (b) below.
(b) The financial statements, information and other documents required to be provided as described in this Section 4.12 may be those of (i) the Restricted Subsidiaries Company or (ii) any direct or indirect parent of the Company (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of its equity interests in, and its management of, the Company or (2) if otherwise, the financial information so delivered shall be accompanied by (which may be included in a separate supplement that is not filed with the SEC so long as such supplement is made publicly available on the Company or the REIT’s website) a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand, then with such reasonably detailed description including: (x) condensed consolidating financial information for the information REIT, on an unconsolidated basis, the Operating Partnership, on an unconsolidated basis, the New Bank Claim Borrower and reports required by this covenant may be those of such parent company its Subsidiaries on a consolidated basis, rather than those the Company and its Subsidiaries on a consolidated basis, intercompany eliminations and consolidation entries and the REIT and its subsidiaries on a consolidated basis, (y) the portfolio level financial information by property category (including by malls, other and total) as contained on slide 31 of Exhibit 99.2 (Presentation to the Issuers. In additionAd Hoc Group dated July 2020) to the Current Report on Form 8-K filed by the REIT and the Operating Partnership with the SEC on August 19, 2020 and (z) the occupancy rate and sales per square foot operating statistics by the same property categories used in the preceding clause (y); provided, that in case of clause (x), no such information shall be required to be provided for any periods ending prior to the Issue Date and in the case of clauses (y) and (z), such information shall be provided initially for the years ended January 1, 2019, 2020 and 2021 (in each case, to the extent not satisfied by available) and thereafter for the foregoingsame interim financial statement periods and annual financial statement periods included in the applicable quarterly or annual report required to be provided pursuant to Section 4.12(a).
(c) The Company will make such information available electronically to prospective investors upon request. The Company shall, for so long as any Notes are outstandingSecurities remain outstanding during any period when it is not or any Reporting Entity is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Company or another Reporting Entity has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.12 shall be deemed satisfied and the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Trustee, Holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity). Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Company posts such reports, information and documents on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity) or the SEC’s XXXXX service, or collect any such information from the Company’s (or any of the Company’s parent companies’) website or the SEC’s XXXXX service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.12 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuersCompany’s, any Subsidiary Guarantors’ or any other Person’s compliance with any of their its covenants hereunder under this Indenture or the Securities (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.
Appears in 2 contracts
Samples: Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership)
Reports and Other Information. Notwithstanding that the Issuers may (a) Whether or not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated required by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect SEC, so long as any Loans are outstanding, the Parent or the Company will furnish to the filing of a Administrative Agent and each Lender, within the time period specified in the SEC’s rules and regulations:
(i) all quarterly reports on Form 10-K by a non-accelerated filer, Q and annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information K that would be required to be contained in Form 10-Q, filed with the SEC on such forms if the Parent or any successor or comparable form; andthe Company were required to file such reports under the Exchange Act;
(3ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other all current reports on Form 8-K, or any successor or comparable form; in each case, in a manner K that complies in all material respects would be required to be filed with the requirements specified in SEC on such form; provided that form if the Issuers shall not be so obligated Parent or the Company were required to file such reports with under the SEC if the SEC does not permit such filing, Exchange Act; and
(iii) in which event the Issuers shall post such reports on a footnote to the Parent’s financial statements included in quarterly or an Issuer’s public website within 15 days after annual reports to be filed or furnished pursuant to clauses (i) and (ii) of this paragraph, the time they would have been financial information required to file such information comply with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-XX under the Securities Act.
(b) permit All such reports will be prepared in all material respects in accordance with all of the Issuers rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Parent’s certified independent accountants. In addition, the Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and the Parent will file a copy of each of the reports referred to in clauses (a)(i) and (ii) above with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). The Parent and the Company will be deemed to have delivered such reports referred to above to the Administrative Agent and the Lenders if the Parent has filed such reports with the SEC via the XXXXX filing system (or any other direct successor system) and such reports are publicly available.
(c) If at any time the Parent or indirect parent company of Finance LLC), the Company is no longer subject to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly the periodic reporting requirements of the Capital Stock Exchange Act for any reason, the Parent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of Finance LLC this covenant with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. Neither the Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s or the Company’s filings for any reason, the Parent or the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if the Parent or the Company were required to file those reports with the SEC.
(iid) such parent entity The Parent agrees that, for so long as any Loan Obligations remain outstanding under this Agreement, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with the Administrative Agent and the Lenders relating to the financial condition and results of Finance LLC provides separate operations of the Parent, the Company and the Restricted Subsidiaries.
(e) The quarterly and annual reports and financial information and required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC (the “MD&A”) of the Parent, which shall include a discussion and analysis of the Company and the Restricted Subsidiaries. If the Board of Directors of the Parent has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and also in the MD&A of the financial condition and results of operations of the Company and the Restricted Subsidiaries on separate from the one hand, financial condition and for any other material business on the other hand, then the information and reports required by this covenant may be those results of such parent company on a consolidated basis, rather than those operations of the Issuers. Unrestricted Subsidiaries.
(f) In addition, to the extent not satisfied by Borrowers and the foregoingGuarantors agree that, for so long as any Notes are Loan Obligations remain outstanding, if at any time they are not required to file with the Issuers shall SEC the reports required by the preceding paragraphs, they will furnish to Holders the Administrative Agent and to securities analysts and prospective investors, upon their request, the Lenders the information that would be required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to Act if the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Loans were securities.
Appears in 2 contracts
Samples: Term Loan Agreement (Vantage Drilling CO), Second Term Loan Agreement (Vantage Drilling CO)
Reports and Other Information. Notwithstanding that (a) For so long as the Issuers may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECAct, the Issuers shall Company will file with the SEC (and make available (without exhibits), without cost, to (i) Holders of or to the Notes, upon their request, and (ii) the TrusteeTrustee for provision to Holders, within 15 days after it files the time periods specified in such reports and information with the SECSections, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an IssuerCompany’s public website, ; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,):
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, taking into account any extension of time, deemed filing date or safe harbor contemplated or provided by Rule 12b-25, Rule 13a-11(c) and Rule 15d-11(c) under the Exchange Act or successor provisions and in a manner that complies in all material respects with the requirements specified in such form; provided that .
(b) If, at any time, the Issuers shall Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company will nevertheless post the information required to be so obligated set forth in the reports specified above (other than (a) separate financial statements or condensed consolidating financial information required by Rule 3-10 or 3-16 of Regulation S-X, (b) information required by Item 10(e) of Regulation S-K or Regulation G under the Securities Act (in each case with respect to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports any non-GAAP financial measures contained therein) and (c) information required by Item 402 or 601 of Regulation S-K) on the Parent’s or an IssuerCompany’s public website within 15 days after and will provide such information to Holders and the time they would have been Trustee (but will not be required to file such information with the SEC), in each case within the time periods that would apply if the Company were required to file such information with the SEC; provided that for any such time prior to the Assumption Date, the foregoing obligations of the Company will be satisfied if Valvoline has filed with the SEC a Registration Statement on Form S-1 containing such required information.
(c) For purposes of this Section 4.02, the Company will be deemed to have provided a required report to Holders and the Trustee if it has timely filed such report with the SEC via the XXXXX filing system (or any successor system).
(d) Following the Assumption, notwithstanding the foregoing, if they were any parent of the Company becomes a Guarantor (there being no obligation of such parent to do so), the reports, information and other documents required to be filed and provided as described above may, at the option of the Company, be filed by and be those of the parent, rather than those of the Company; provided that such reports include a reasonable explanation of the material differences (if any) between the assets, liabilities and results of operations of such parent and its consolidated Subsidiaries, on the one hand, and the Company and its Restricted Subsidiaries, on the other hand.
(e) At any time when the Company is not subject to Sections the reporting requirements of Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules Act and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoingthis section 4.02, for so long as any Notes are outstandingOutstanding, the Issuers shall Company will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery For the avoidance of doubt, this Section 4.02 will not require the Company or the Restricted Subsidiaries to provide or file any information pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations of the SEC that would not otherwise be applicable to them.
(f) To the extent that any reports or other information is not furnished within the time periods specified in this Section 4.02 and such reports or other information is subsequently furnished prior to the time such failure results in an Event of Default, the Company will be deemed to have satisfied its obligations with respect thereto and any Default with respect thereto shall be deemed to have been cured.
(g) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the quarterly and annual financial information required pursuant to this Section 4.02 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Company and Restricted Subsidiaries separate from the financial condition and results of operations of such reportsUnrestricted Subsidiaries.
(h) For the avoidance of doubt, information and documents prior to the Trustee is for informational purposes 100% Spin-off Transaction or the Proposed IPO, any report delivered pursuant to the requirements of this Section 4.02 shall include only and the Trustee’s receipt financial results of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Valvoline Business.
Appears in 2 contracts
Samples: Indenture (Valvoline Inc), Indenture (Ashland Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Holdings will file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,):
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form); in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which Holdings would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event Holdings will make available such information to prospective purchasers of Notes in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website holders, in each case within 15 days after the time they Holdings would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions and exclusions consistent with the presentation of financial and other information in the Offering Memorandum (including with respect to any periodic reports provided prior to effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, the omission of financial information required by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision)). In addition to providing such information to the Trustee, Holdings shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) or (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website. If Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Holdings, then the annual and quarterly information required to be provided by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) Notwithstanding the foregoing, Holdings will not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, as applicable.
(c) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Holdings and the Parent (or any other direct or indirect parent company of Finance LLC), Holdings to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or Holdings, or
(ii) any direct or indirect parent of Holdings is or becomes a guarantor of the Notes, consolidated reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for Holdings will satisfy this Section 4.02, and Holdings is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating Holdings by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than Holdings and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to Holdings, the Subsidiary Guarantors and the other material business Subsidiaries of Holdings on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, Holdings will make such information available to the extent not satisfied by the foregoingprospective investors upon request.
(d) In addition, Holdings shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Holdings will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Escrow Release Date, for all holders and securities analysts to discuss such financial information no later than five business days after the distribution of such information required by Sections 4.02(a)(i) and (ii) and prior to the date of each such conference call, announcing the time and date of such conference call and either including all information necessary to access the call or informing holder of Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information.
(e) Notwithstanding the foregoing, Holdings will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if Holdings has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on Holdings’ website (or that of any of Holdings’ parent companies).
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (MBOW Four Star, L.L.C.), Indenture (MBOW Four Star, L.L.C.)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file (x) with the SEC (and make available (without exhibitsunless the SEC will not accept such a filing), without cost, to (i) Holders of the Notes, upon their request, and (iiy) provide the TrusteeTrustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files such reports and information (or attempts to file) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,:
(1) within the time period then in effect under the rules and regulations of periods specified by the Exchange Act with respect to the filing of a Act, an annual report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form);
(2) within the time period then in effect under the rules and regulations of periods specified by the Exchange Act with respect to the filing of Act, a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports quarterly report on Form 10-Q containing (or any successor or comparable form); and
(3) all quarterly information current reports that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within filed with the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports SEC on Form 8-KK.
(b) Notwithstanding Section 4.03(a) hereof, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in Company will be deemed to have furnished such form; provided that reports referred to above to the Issuers shall not be so obligated to file Trustee and the Holders (1) if the Company has filed such reports with the SEC if via the XXXXX filing system and such reports are publicly available; or (2) prior to the commencement of the Exchange Offer contemplated by the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement, by the filing with the SEC does not permit of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of the Registration Rights Agreement, and any amendments thereto, with such filing, in which event financial information that satisfies Regulation S-X of the Issuers shall post Securities Act and such reports on the Parent’s or an Issuer’s public website within 15 days after Exchange Offer Registration Statement and/or Shelf Registration Statement and/or amendments thereto are filed at times that otherwise satisfy the time they requirements set forth in Section 4.03(a) hereof.
(c) If at any time any Parent of the Company becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or of any direct or indirect parent corporation of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders pursuant to this Section 4.03 may, at the option of the Company, be filed by and be those of such Parent rather than the Company.
(d) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required to file by this Section 4.03 shall include a reasonably detailed presentation in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and the Restricted Subsidiaries of the Company.
(e) The Company will make such information with the SEC, if they were available to prospective investors upon request. For so long as any Notes remain outstanding during any period when it is not subject to Sections Section 13 or 15(d) of the Exchange Act. In , it will furnish to the event that (1) the rules and regulations holders of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 2 contracts
Samples: Indenture (HNS Finance Corp.), Indenture (Hughes Communications, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Borrower shall file with the SEC (and make available to the Administrative Agent and the Lenders (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Lender, within 15 days after it the Borrower files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Closing Date,
(1i) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(iv) any other information, documents and other reports which the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Borrower shall post make available such reports on information to the Parent’s or an Issuer’s public website Administrative Agent and the Lenders, in each case within 15 days after the time they the Borrower would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In .
(b) Notwithstanding the event that foregoing, the requirements of Section 9.1(a), shall be deemed satisfied (1) by the rules and regulations of filing with the SEC (including Rule 3-10 of a registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in an offering memorandum relating to securities sold in reliance on Rule 144A of the Securities Act, to the extent filed within the times specified in Section 9.1(a), or (2) permit by posting reports that would be required to be filed substantially in the Issuers and form required by the Parent SEC on the Borrower’s website (or that of any other of its parent companies) or providing such reports to the Administrative Agent within 15 days after the time the Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act or the financial information that would be required to be included in such reports. Additionally, in the event that any direct or indirect parent company of Finance LLC), to report at such parent entity’s level on the Borrower becomes a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly Guarantor of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate Loans, the Borrower may satisfy its obligations under this Section 9.1 with respect to financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and relating to the Restricted Subsidiaries Borrower by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 2 contracts
Samples: Senior Subordinated Interim Loan Agreement (First Data Corp), Senior Unsecured Interim Loan Agreement (First Data Corp)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall be required to file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that provide the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,Holders with:
(1) within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filerfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by for a non-accelerated filer, for filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Issuer on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the periods specified for filing of a Current Reports on Form 8-K, K after the occurrence of an each event that would have been required to be therein reportedreported in a Current Report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act, such other current reports on Form 8-K, or any successor or comparable form; provided that no such Current Reports shall be required to be filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or the business, assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC or (ii) present any information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (or, in each case, any successor item or provision in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s respect thereof) or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 any other rule or 15(d) regulation implementing Section 404 of the Exchange Act. In the event that (1) the rules and regulations Xxxxxxxx-Xxxxx Act of the SEC (including Rule 3-10 2002, or by Item 402 of Regulation S-XK and (B) permit the Issuers and the Parent (or if any other direct or indirect parent company of Finance LLCthe Issuer is a Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), to report at such parent entity’s level on a consolidated basis and (2) either or (i3) above; provided that if such parent entity of Finance LLC is not engaged in any business in any company holds material respect assets (other than incidental to its ownershipcash, directly or indirectly of Cash Equivalents and the Capital Stock of Finance LLC or (iithe Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent entity of Finance LLC provides separate financial information company and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted its consolidated Subsidiaries on the one hand, and for any other material business the Issuer and the Restricted Subsidiaries on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents reports to the Trustee trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
(b) Notwithstanding anything herein to the contrary, (A) the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the date any such report is due hereunder and (B) the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing and (ii) subject to clause (A) of this sentence, the Issuer makes available the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee, in each case, within 15 days after the applicable date the Issuer would be required to file such information pursuant to the first paragraph of this section. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default (unless the Notes have been accelerated at such time) with respect thereto shall be deemed to have been cured.
(c) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum in the penultimate paragraph under “Summary—Our Company”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(f) The Trustee shall have no obligation to determine whether or not such information, documents or reports in this Section have been filed by the Issuer.
Appears in 2 contracts
Samples: Indenture (Fortress Transportation & Infrastructure Investors LLC), Indenture (Fortress Transportation & Infrastructure Investors LLC)
Reports and Other Information. Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECSecurities and Exchange Commission, the Issuers Company shall file with the SEC Commission (and make available to the Trustee and Holders (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing Commission):
(i) within 90 days (or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filer) plus any grace period provided by Rule 12b-25 under the Exchange Act, after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within the 45 days (or any time period then in effect under the rules and regulations of the Exchange Act with respect to Act) plus any grace period provided by Rule 12b-25 under the filing Exchange Act, after the end of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q Q, containing all quarterly the information that would be required to be contained in Form 10-Qtherein, or any successor or comparable form; and;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each caseand
(iv) any other information, in a manner that complies in all material respects documents and other reports which the Company would be required to file with the requirements specified in such formCommission if it were subject to Section 13 or 15(d) of the Exchange Act; provided that the Issuers Company shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event the Issuers Company shall post make available such reports on information to prospective purchasers of the Parent’s or an Issuer’s public website Notes, in addition to providing such information to the Trustee and the Holders in each case within 15 days after the time they the Company would have been be required to file such information with the SECCommission, if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Aircastle LTD), Indenture (Aircastle LTD)
Reports and Other Information. (a) Notwithstanding that the Issuers Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Borrower shall file with the SEC (and make available to the Administrative Agent and the Lenders (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Lender, within 15 days after it the Borrower files such reports and information or would be required to file them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Original Closing Date,
(1i) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(iv) any other information, documents and other reports which the Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Borrower shall post make available such information to the Administrative Agent and the Lenders, which obligation may be satisfied by posting such reports on the Parent’s or an Issuer’s public website of the Borrower and its Subsidiaries and the Borrower shall promptly notify the Administrative Agent when such reports are posted on the website of the Borrower, in each case within 15 days after the time they the Borrower would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In .
(b) Notwithstanding the event that foregoing, the requirements of Section 9.1(a), shall be deemed satisfied (1) by the rules and regulations of filing with the SEC (including Rule 3-10 of a registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in an offering memorandum relating to securities sold in reliance on Rule 144A of the Securities Act, to the extent filed within the times specified in Section 9.1(a), or (2) permit by posting reports that would be required to be filed substantially in the Issuers and form required by the Parent SEC on the Borrower’s website (or that of any other of its parent companies) or providing such reports to the Administrative Agent within 15 days after the time the Borrower would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act or the financial information that would be required to be included in such reports. Additionally, in the event that any direct or indirect parent company of Finance LLC), to report at such parent entity’s level on the Borrower becomes a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly Guarantor of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate Loans, the Borrower may satisfy its obligations under this Section 9.1 with respect to financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and relating to the Restricted Subsidiaries Borrower by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 2 contracts
Samples: Senior Subordinated Interim Loan Agreement (First Data Corp), Senior Unsecured Interim Loan Agreement (First Data Corp)
Reports and Other Information. (a) Notwithstanding that the Issuers MHGE Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall MHGE Holdings will file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,):
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form); in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which MHGE Holdings would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers MHGE Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event MHGE Holdings will make available such information to prospective purchasers of Notes in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website holders, in each case within 15 days after the time they MHGE Holdings would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions and exclusions consistent with the presentation of financial and other information in the Offering Memorandum (including with respect to any periodic reports provided prior to effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, the omission of financial information required by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision)). In addition to providing such information to the Trustee, MHGE Holdings shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website. If MHGE Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of MHGE Holdings, then the annual and quarterly information required to be provided by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of MHGE Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) Notwithstanding the foregoing, MHGE Holdings will not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, as applicable.
(c) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers MHGE Holdings and the Parent (or any other direct or indirect parent company of Finance LLC), MHGE Holdings to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or MHGE Holdings, or
(ii) any direct or indirect parent of MHGE Holdings is or becomes a Guarantor of the Notes, consolidated reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for MHGE Holdings will satisfy this Section 4.02, and MHGE Holdings is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating MHGE Holdings by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than MHGE Holdings and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to MHGE Holdings, the Subsidiary Guarantors and the other material business Subsidiaries of MHGE Holdings on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, MHGE Holdings will make such information available to the extent not satisfied by the foregoingprospective investors upon request.
(d) In addition, MHGE Holdings shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(e) Notwithstanding the foregoing, MHGE Holdings will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if MHGE Holdings has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the holders on MHGE Holdings’ website (or that of any of MHGE Holdings’ parent companies).
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (McGraw-Hill Interamericana, Inc.), Indenture (McGraw-Hill Global Education LLC)
Reports and Other Information. Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECCommission, the Issuers shall file with Issuer will furnish to the SEC (Holders and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,:
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Form a filing with the Commission on Forms 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules Q and regulations of the Exchange Act with respect to the filing of a Form 810-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC K if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been Issuer was required to file such information with the SECForms, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations" that describes the financial condition and results of operations of the Issuer and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Issuer and its Restricted Subsidiaries on separate from the one hand, financial condition and for any other material business on the other hand, then the information and reports required by this covenant may be those results of such parent company on a consolidated basis, rather than those operations of the IssuersUnrestricted Subsidiaries of the Issuer, if any) and, with respect to the annual information only, a report thereon by the Issuer's certified independent accounts, in each case within the time periods in which such report would be required to be filed as specified in the Commission's rules and regulations; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer was required to file such reports, in each case within the time periods in which such report would be required to be filed as specified in the Commission's rules and regulations. In addition, to following the extent not satisfied consummation of the Registered Exchange Offer contemplated by the foregoingRegistration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Issuer will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer has agreed that, for so long as any Notes are remain outstanding, the Issuers shall it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 2 contracts
Samples: Indenture (Rural Metro Corp /De/), Indenture (Rural Metro Corp /De/)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date),
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form;),
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form),
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form; in each case), in a manner that complies in all material respects and
(iv) any other information, documents and other reports which the Issuer would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Issuer will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the February Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC), the Issuer to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Issuer, or
(ii) such any direct or indirect parent entity of Finance LLC provides separate the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 and furnishing financial information relating to such direct or indirect parent for the Issuer will satisfy this Section 4.02; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Issuer and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to the Issuer, the Subsidiary Pledgors and the other material business Subsidiaries of the Issuer on a standalone basis, on the other hand, then the .
(c) The Issuer will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer has agreed that, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee’s receipt holders if the Issuer has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offers contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such shall not constitute constructive notice Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website (or that of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificatesits parent companies).
Appears in 2 contracts
Samples: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)
Reports and Other Information. Notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Company shall (x) file with the SEC and (y) provide the Trustee and make available (without exhibits)Holders with copies thereof, without costcost to each Holder, to the following information:
(ia) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 90 days after it files the end of each fiscal year (or such reports and information with shorter period as may be required by the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer), annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form;), and
(2b) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or such shorter period as may be required by the SEC) commencing with the fiscal quarter ending September 30, 2004, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form); and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-Kprovided, after the occurrence of an event required to be therein reportedhowever, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Company shall post make available such reports on information to prospective purchasers of Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders, in each case within 15 days after the time they the Issuers would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In So long as:
(i) the event that Parent Guarantor is a Guarantor (1there being no obligation of the Parent Guarantor to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership),
(ii) the Parent Guarantor complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and
(iii) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), Guarantor to report at such parent entity’s the Parent Guarantor's level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of the IssuersParent Guarantor rather than the Company. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers The Company shall also furnish to Holders and to Holders, securities analysts and prospective investors, investors upon their request, request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act (it being acknowledged and agreed that, prior to the first date on which information is required to be provided under this Section 4.02, the information contained in the Offering Memorandum is sufficient for this purpose). Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ ' compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Graham Packaging Holdings Co), Indenture (Graham Packaging Holdings Co)
Reports and Other Information. Notwithstanding that the Issuers may (a) Whether or not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated required by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect SEC, so long as any Notes are outstanding, the Company will furnish to the filing holders of a Form 10-K by a non-accelerated filer, annual reports on Form 10-KNotes, or any successor or comparable form, containing furnish to the information required Trustee and cause the Trustee to be contained thereinfurnish to the holders of Notes, or required in such successor or comparable form;
(2) file with the SEC for public availability, within the time period then periods specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing regulations:
(1) all quarterly information and annual reports that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports filed with the SEC on Forms 10-Q and 10-K if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been Company were required to file such information with the SECreports, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the SEC rules and regulations applicable to such reports.
(b) The availability of the foregoing reports on the SEC’s XXXXX filing system will be deemed to satisfy the foregoing delivery requirements. Notwithstanding the foregoing, the above requirements may be satisfied by the filing with the SEC for Finance LLC and public availability by Permian Resources Corporation or another Parent Entity of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, containing the Restricted Subsidiaries required information with respect to the Company or Parent Entity, as applicable, provided that, with respect to any Parent Entity other than Permian Resources Corporation, (i) any such financial information of such Parent Entity contains information reasonably sufficient to identify the material differences, if any, between the financial information of such Parent Entity, on the one hand, and for any other material business the Company and its Subsidiaries on a stand-alone basis, on the other handhand and (ii) such Parent Entity does not own, directly or indirectly, any material business operations that would not be consolidated with the financial results of the Company and its Subsidiaries.
(c) The Company or a Parent Entity shall schedule a conference call not more than ten Business Days following the release of each report containing the financial information referred to in Section 4.06(a)(1), to discuss the information contained in such report. The Company or Parent Entity shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders of the Company or the Parent Entity. The Company will either publicly announce or otherwise take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to Section 4.06(a).
(d) For the avoidance of doubt, (a) any such reports or other information delivered pursuant to the foregoing will not be required to contain the separate financial information for Subsidiary Guarantors as contemplated by Article 13 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation SX or any schedules required by Regulation S-X, or in each case any successor provisions and (b) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.06(a)(1) will include, to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and reports in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. No certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 will be required, and nothing contained in this Indenture shall otherwise require the Company to comply with the terms of the Xxxxxxxx-Xxxxx Act of 2002, in each case, at any time when it would not otherwise be subject to such statute.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any report required by this covenant may shall be those of deemed cured (and the Company shall be deemed to be in compliance with this covenant) upon filing or posting such parent company report as contemplated by this covenant (but without regard to the date on a consolidated basis, rather than those which such report is so filed or posted); provided that such cure shall not otherwise affect the rights of the Issuers. In additionHolders under Article 6 if the principal of, to the extent not satisfied by the foregoingpremium, for so long as any Notes are outstandingif any, on, and interest on, the Issuers Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) The Company shall furnish to Holders and to securities analysts and noteholders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. .
(h) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein therein, or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officeran Officers’ Certificate). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company’s Certificates)or any other person’s compliance with any of the covenants under this Indenture, to determine whether the Company posts reports, information or documents on the SEC’s website or otherwise, to collect any such information from the SEC’s website, the Company’s website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of this Indenture, to ascertain the correctness or otherwise of the information or statements contained therein or to participate in any conference calls.
Appears in 2 contracts
Samples: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date, the Issuer shall file with the SEC no later than 15 days after the periods set forth below,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for ) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Issuer shall post make available such reports on information to prospective purchasers of Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders of the Notes, in each case within 15 five days after the time they the Issuer would have been required to file such information with the SEC as required pursuant to this Section 4.03(a). To the extent any such information is not furnished within the time periods specified above in this Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Notes have declared the principal, premium, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules any, interest and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or indirect parent company of Finance LLC), cancelled prior to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuerscure. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(b) For so long as Holdings or any other direct or indirect parent company of the Issuer is a Guarantor of the Notes, the Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) In connection with the filings with the SEC required pursuant to clauses (1) and (2) above, in connection therewith, the Issuer shall provide notice of, and host, a conference call open to the public to discuss the results for the applicable period.
(d) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement in accordance with the terms of the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.
(e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(f) Reports filed by the Issuer with the SEC via the XXXXX system will be deemed to be filed with the Trustee as of the time such reports are filed via XXXXX.
Appears in 2 contracts
Samples: Indenture (iHeartCommunications, Inc.), Indenture (Clear Channel Communications Inc)
Reports and Other Information. Notwithstanding that (a) So long as any Notes are outstanding, the Issuers may not be subject Issuer will provide to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the NotesTrustee and, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, request for so long as any Notes are outstanding, the Issuers Issuer will provide to the beneficial owners of Notes, a copy of all of the information and reports referred to below; provided, that, in the event that the Issuer enters into registration with respect to an IPO, the Issuer shall not be required to disclose any information or take any actions hereunder that, in the view of the Issuer, would violate the securities laws or the SEC’s “gun-jumping” rules or otherwise have an adverse effect on the IPO:
(i) within one hundred and twenty (120) days after the end of each fiscal year of the Issuer, the audited consolidated balance sheet and related consolidated statements of operations, stockholders’ equity and cash flows of the Issuer and its Consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by a firm of independent public accountants registered with the PCAOB (without qualification and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Issuer and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(ii) within five (5) Business Days of delivery (if any) to Issuer’s stockholders pursuant to the Investors Agreement, a draft Annual Budget for the succeeding calendar year and any modifications thereto; provided, that, such obligation shall cease upon the consummation of an IPO;
(iii) within sixty (60) days after the end of the first three fiscal quarters of each fiscal year of the Issuer, the consolidated balance sheet and related consolidated statements of operations and cash flows of the Issuer and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified pursuant to an Officers’ Certificate as presenting fairly in all material respects the financial condition and results of operations of the Issuer and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(iv) concurrently with any delivery of financial statements under clause (i) or (iii) above, an Officers’ Certificate certifying, to such Officer’s knowledge, as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and
(v) within ten (10) Business Days after the occurrence of such an event, a current report that contains a brief summary of the material terms, facts and/or circumstances involved to the extent not otherwise publicly disclosed: (A) completion of a merger of the Issuer with or into another Person or a material acquisition or disposition of assets by the Issuer outside the ordinary course of business or (B) the institution of, or material development under, bankruptcy proceedings under the U.S. Bankruptcy Code or similar proceedings under state or federal law with respect to the Issuer.
(b) Notwithstanding the foregoing, (i) the Issuer will not be required to deliver any information, certificates or reports that would otherwise be required by (A) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K, or (B) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, and (ii) such information will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X.
(c) The Issuer shall, for so long as any Notes remain outstanding during any period when neither it nor another Reporting Person is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their requestrequest in writing, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of .
(d) Notwithstanding the foregoing, the Issuer will be deemed to have delivered such reports, information and documents referred to in this Section 4.02 to the Trustee is for informational purposes only holders, prospective investors, market makers, securities analysts and the Trustee’s receipt Trustee for all purposes of this Indenture if the Issuer (or, following an IPO, the IPO Issuer) has filed reports containing such information with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall not constitute constructive notice of any be deemed satisfied and the Issuer will be deemed to have delivered such information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as referred to which the Trustee is entitled to rely exclusively on Officer’s Certificates).this
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Sunnova Energy International Inc.), Fourth Supplemental Indenture (Sunnova Energy International Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that provide the Trustee shall have no responsibility whatsoever to determine whether and Holders with copies thereof by posting such filing or any other filing described below has occurred) from and after the Issue Dateinformation on its primary website),
(1) within as soon as available and in any event on or before the time period then in effect under date on which such reports would be required to be filed with the rules and regulations of SEC (if the Exchange Act with respect to the filing of a Form 10-K by Issuer were a non-accelerated filerfiler subject to Section 13 or 15(d) of the Exchange Act), annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form;),
(2) within as soon as available and in any event on or before the time period then in effect under date on which such reports would be required to be filed with the rules and regulations of SEC (if the Exchange Act with respect to the filing of a Form 10-Q by Issuer were a non-accelerated filer, for each filer subject to Section 13 or 15(d) of the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form),
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reported (and in any event within the time period specified for filing current reports on Form 8-KK by the SEC), reports on Form 8-K (or any successor or comparable form; ), and
(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that . Notwithstanding the Issuers shall not foregoing, the Issuer will be so obligated deemed to file have furnished such reports referred to above to the Trustee and the Holders if the Issuer (or a direct or indirect parent of the Issuer if it otherwise meets the requirements set forth in Section 4.03(b)), has filed such reports with the SEC if via the XXXXX filing system and such reports are publicly available.
(b) If at any time any direct or indirect parent of the Issuer (x) is or becomes a guarantor of the Notes (there being no obligation of any parent to do so), (y) holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or of any direct or indirect parent corporation of the Issuer (and performs the related incidental activities associated with such ownership) and (z) complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC does not permit such filing(or any successor provision), in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been reports, information and other documents required to file be filed and furnished to Holders of the Notes pursuant to this Section 4.03 may, at the option of the Issuer, be filed or furnished by and be those of such direct and indirect parent of the Issuer rather than the Issuer.
(c) The Issuer will make such information with available to prospective investors upon request. In addition, the SECIssuer has agreed that, if they were for so long as any Notes remain outstanding during any period when it is not subject to Sections Section 13 or 15(d) of the Exchange Act. In , it will furnish to the event that (1) the rules and regulations Holders of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed unaudited discussion (as determined in good faith by senior management of the Issuer) of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries of the Issuer separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements under this Section 4.03 for purposes of Section 6.01(a)(4) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.03.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 2 contracts
Samples: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file with the SEC (and make available (without exhibits)upon written request provide the Trustee and holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Company would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of the Parent’s or an Issuer’s public website Notes in addition to providing such information to the Trustee and the holders, in each case, within 15 days after the time they the Company would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 or Rule 3-16 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Company has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), the Company to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Company, or
(ii) such any direct or indirect parent entity of Finance LLC provides separate the Company is or becomes a guarantor of the Notes, consolidated reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that in the event such direct or indirect parent is not a guarantor of the Notes, such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Company and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Company will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCompany shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the XXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates), and the Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report.
Appears in 2 contracts
Samples: Indenture (XPO, Inc.), Indenture (XPO, Inc.)
Reports and Other Information. Notwithstanding that (a) If, at any time, the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECAct, the Issuers Issuer shall file with the SEC SEC, subject to the following sentence, and provide the Trustee (and make to the extent not publicly available on the SEC’s XXXXX system (without exhibits), without cost, to or any successor system) or the Issuer’s website) (i) Holders of the Notesand, upon their written request, and (ii) the Trustee, within 15 days after it files such reports and information with the SECHolders, to the extent not publicly available on the SEC’s XXXXX system (or any successor system) or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether ) such filing or any annual and other filing described below has occurredreports as are specified in Sections 13 and 15(d) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings by the Issuer of such reports under such Sections and containing, in all material respects, the information and audit reports required for such reports. If, at any time, the Issuer is not subject to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations periodic reporting requirements of the Exchange Act for any reason, the Issuer shall provide the Trustee and make available to Holders, prospective investors, market makers affiliated with respect any Initial Purchaser and securities analysts the reports specified in the preceding sentence by posting such reports to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports its website or on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, IntraLinks or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8password-Kprotected online data system, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were a non-accelerated filer subject to Sections Section 13 or 15(d) of the Exchange Act. In Notwithstanding the event that foregoing, (1) none of the rules foregoing reports (A) shall be required to comply with Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and regulations 308 of Regulation S-K promulgated by the SEC, (B) shall be required to comply with Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC (including with respect to any non-GAAP financial measures contained therein), (C) shall be required to contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 of Regulation S-XX promulgated by the SEC, (D) permit the Issuers shall be required to present compensation or beneficial ownership information and the Parent (or any other direct or indirect parent company E) shall be required to contain information required by Item 601 of Finance LLC), to report at such parent entity’s level on a consolidated basis Regulation S-K and (2) either (i) if any parent of the Issuer becomes a guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of the parent, rather than those of the Issuer, so long as such filings would satisfy the SEC’s requirements; provided that such reports include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to and its ownershipconsolidated Subsidiaries, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business the Issuer and its Restricted Subsidiaries on the other hand.
(b) Notwithstanding anything in this Indenture to the contrary, then the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 120 days after the date any report under this Section 4.03 is due. To the extent any such information is not so filed or provided, as applicable, within the time periods specified in Section 4.03(a) and reports required by this covenant may such information is subsequently filed or provided, as applicable, the Issuer shall be those deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured at such parent company on a consolidated basis, rather than those time; provided that such cure shall not otherwise affect the rights of the Issuers. In addition, Holders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of accrued but unpaid and interest on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.
(c) At any time when the Issuer is not subject to the extent not satisfied by reporting requirements of Section 13 or 15(d) of the foregoingExchange Act, the Issuer shall, for so long as any Notes remain outstanding and are outstanding“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuers shall furnish to the Holders and to securities analysts and prospective investors, upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, therein including the Issuers’ Issuer’s compliance with any of their the covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate). The Trustee shall have no responsibility whatsoever to determine whether any filing or posting referred to in this Section 4.03 has occurred.
Appears in 2 contracts
Reports and Other Information. (a) Notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers CERP LLC shall file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date),
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) any other information, in a manner that complies in all material respects documents and other reports which the Issuers would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that (i) at any time prior to the filing of an Exchange Offer Registration Statement or a Shelf Registration Statement by CERP LLC, the Issuers shall not be required to provide financial statements or other financial information regarding any individual Issuer and may instead provide financial statements and other financial information on a combined basis consistent with the presentation in the Offering Memorandum and (ii) CERP LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event CERP LLC will make available such information to prospective purchasers of Notes in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website holders, in each case within 15 20 days after the time they CERP LLC would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, CERP LLC shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers CERP LLC and the Parent (or any other direct or indirect parent company of Finance LLC), CERP LLC to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or CERP LLC, or
(ii) such any direct or indirect parent entity of Finance CERP LLC provides separate is or becomes a Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 and furnishing financial information relating to such direct or indirect parent for CERP LLC will satisfy this Section 4.02; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion and Analysis any of Financial Condition and Results of Operations for Finance its Subsidiaries other than CERP LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to CERP LLC and its Subsidiaries on a standalone basis, on the other hand, then the .
(c) CERP LLC will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCERP LLC has agreed that, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of Notwithstanding the foregoing, CERP LLC will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee’s receipt holders if CERP LLC has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such shall not constitute constructive notice Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on CERP LLC’s website (or that of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificatesits parent companies).
Appears in 2 contracts
Samples: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)
Reports and Other Information. Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and SEC, or make available (without exhibits), without cost, to either (i) Holders of the Notes, upon their request, and publicly on its website or (ii) the Trusteeby posting to a secure password protected private website providing access to holders of Notes, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period (including any applicable grace period) then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period (including any applicable grace period) then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period (including any applicable grace period) then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that in the Issuers case of the foregoing clauses (1) and (2), such information will only be required to be provided to the extent similar information is included or incorporated by reference in the Offering Memorandum. The Trustee shall not have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred. The filing requirements set forth above for the applicable period may also be so obligated to file such reports satisfied by the Issuer (i) by the filing with the SEC if the SEC does not permit such filingof a shelf registration statement, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file and any amendments thereto, with such information with the SEC, if they were subject to Sections 13 or 15(d) that satisfies Regulation S-X of the Exchange Act. In the event that Securities Act or (ii) with respect to its reporting obligations pursuant to clauses (1) the rules and regulations of (2) above, by including in a registration statement filed with the SEC (including Rule 3quarterly or annual updates, as applicable, to the applicable disclosures set forth therein and without otherwise satisfying the requirements of Form 10-10 K or 10-Q; provided that, except as set forth in the immediately preceding clause with respect to scope of Regulation S-X) permit disclosure, this paragraph shall not supersede or in any manner suspend or delay the Issuers and Issuer’s reporting obligations, or the Parent (or time periods required therefor, set forth above. The Issuer will be deemed to have satisfied the requirements of this Section 4.03 if any other direct or indirect parent company of Finance LLC)the Issuer (including Parent) files reports, to report at such parent entity’s level documents and information of the types otherwise so required on a consolidated basis basis, provided that, the same is accompanied by financial information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and (2) either (i) such parent entity any of Finance LLC is not engaged in any business in any material respect its subsidiaries other than incidental to the Issuer and its ownershipSubsidiaries, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any the information relating to the Issuer, the Guarantors and the other material business Subsidiaries of the Issuer on a stand-alone basis, on the other hand, then the unless such differences are not material, in which case no such consolidating information and reports required by this covenant may will be those of such parent company on a consolidated basis, rather than those of the Issuersrequired. In addition, to the extent not satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstanding, the Issuers shall it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and contrary, any failure to comply with this Section 4.03 shall be automatically cured when the Trustee’s receipt Issuer or any direct or indirect parent of such shall not constitute constructive notice the Issuer, as the case may be, makes available all required reports to the Holders of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Notes.
Appears in 2 contracts
Samples: Indenture (Cumulus Media Inc), Indenture (Cumulus Media Inc)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Issuer will file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,):
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information that would have been required to be contained therein, therein (or required in such successor or comparable form) if the Issuer were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form) containing the information that would have been required to be contained therein (or required in such successor or comparable form) if the Issuer were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form) that would have been required if the Issuer were subject to Section 13 or 15(d) of the Exchange Act; in each caseprovided, in a manner that complies in all material respects with the requirements specified in such form; provided however, that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Issuer will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required pursuant to clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC)the Issuer (each, a “Reporting Entity”) to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidated reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer is permitted to satisfy its obligations in this Section 4.02 with respect to financial information and relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto or in Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations, that explains the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Restricted Subsidiaries Issuer and its Subsidiaries, on the one hand, and for any the information relating to the Issuer, the Subsidiary Guarantors and the other material business Subsidiaries of the Issuer on a standalone basis, on the other hand, then the .
(c) The Issuer will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingThe Issuer shall, for so long as any Notes are outstandingremain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Issuer will be deemed to have furnished the reports and information referred to in this Section 4.02 to the Trustee and the holders if the Issuer has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied by the posting of the reports and information that would be required to be filed with the SEC pursuant to Section 4.02(a) on a website or on IntraLinks or any comparable online data system or website. The Trustee shall have no obligation to monitor whether the Issuer posts such reports, information and documents on the SEC’s XXXXX filing system or any such online data system or website.
(e) The Issuer will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors and securities analysts to discuss such financial information no later than 10 Business Days after the distribution of such information required by clauses (i) or (ii) of Section 4.02(a) and, prior to the date of each such conference call, will announce the time and date of such conference call and either include all information necessary to access the call or inform holders of the Notes, prospective investors and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information (if applicable).
(f) The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated hereby. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 2 contracts
Samples: Indenture (Talos Energy Inc.), Indenture (Talos Energy Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Company shall file with furnish to the SEC (and make available (without exhibits), without cost, to Trustee:
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on time period specified in the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of for non-accelerated filers, annual reports for such fiscal year containing the Exchange Act with respect information that would have been required to the filing of a be contained in an Annual Report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form) if the Company had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC;
(ii) within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly reports for such fiscal quarter containing the information that would have been required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Quarterly Report on Form 10-Q (or any successor or comparable form) if the Company had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(iii) within 15 days after the time period specified in the SEC’s rules and regulations for filing Current Reports on Form 8-K, current reports containing substantially all quarterly of the information that would be required to be contained filed in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports Current Report on Form 8-KK under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a)-(c) (other than compensation information) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if the Company had been a reporting company under the Exchange Act; provided, however, that (a) no such current reports (or Items thereof or all or a portion of the financial statements that would have otherwise been required thereby) will be required to be provided (or included) if the Company determines in its good faith judgment that such event (or information) is not material to holders or the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment that such disclosure would otherwise cause competitive harm to the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole (in which event such nondisclosure shall be limited only to specific provisions that would cause material harm and not the occurrence of the event itself) and (b) and in no event will any successor or comparable formfinancial statements of an acquired business be required to be included in any such current report; in each case, in a manner that complies in all material respects subject to exceptions and exclusions consistent with the requirements specified presentation of financial and other information in the Offering Memorandum (including with respect to the omission of financial statements or financial information required by Rules 3-09, 3-10 or 3-16 under Regulation S-X promulgated by the SEC (or any successor provision)), Compensation Discussion and Analysis otherwise required by Regulation S-K Item 402(b), and information otherwise required by Section 302 or 404 of the Xxxxxxxx-Xxxxx Act of 2002. In addition to providing such form; information to the Trustee, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided that pursuant to clauses (i), (ii) and (iii) of this Section 4.02(a) by posting such information to its website or on IntraLinks or any comparable online data system or website. Notwithstanding the Issuers foregoing, the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K.
(b) [Reserved].
(c) The Company will make such information with available to prospective investors upon request. In addition, the SECCompany has agreed that, if they were for so long as any Notes remain outstanding during any period when it is not subject to Sections Section 13 or 15(d) of the Exchange Act. In , or otherwise permitted to furnish the event that (1SEC with certain information pursuant to Rule 12g3-2(b) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit Exchange Act, it will furnish to the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly holders of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing provisions of this Section 4.02, the Company will be deemed to have furnished such reports referred to above to the Trustee and the holders if the Company has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied by the posting of reports that would be required to be provided to the Trustee and the holders on the Company’s website. Delivery of such reports, information and documents reports to the Trustee is shall be for informational purposes only and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including any Event of Default or the Issuers’ Company’s compliance with any of their the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)contained in this Indenture.
Appears in 2 contracts
Samples: Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.)
Reports and Other Information. Notwithstanding that the Issuers Borrower may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, following the Issuers Conversion Date, the Borrower shall file with furnish to the SEC (and make available (without exhibits)Administrative Agent, without costcost to the Administrative Agent (who, at the Borrower’s expense, will furnish by IntraLinks or similar site to which the Lenders have been granted access or shall be available to each Lender):
(ia) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 105 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters end of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations year of the Exchange Act with respect to the filing of a Form 8-K, Borrower ending after the occurrence of an event required to be therein reportedConversion Date, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) audited consolidated financial statements of the Exchange Act. In Borrower for such year prepared in accordance with GAAP, together with a report thereon by the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC)Borrower’s independent auditors, to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the one handClosing Date); it being understood that the Borrower shall not be required to include (i) any consolidating financial information with respect to the Borrower, and for any Subsidiary Guarantor or any other material business affiliate of the Borrower, or any separate financial statements or information for the Borrower, any Subsidiary Guarantor or any other affiliate of the Borrower or (ii) except as otherwise provided in this paragraph (a), any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment;
(b) within 60 days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, the condensed consolidated financial statements of the Borrower for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Closing Date); it being understood that the Borrower shall not be required to include (i) any consolidating financial information with respect to the Borrower, any Subsidiary Guarantor or any other handaffiliate of the Borrower, then or any separate financial statements or information for the Borrower, any Subsidiary Guarantor or any other affiliate of the Borrower or (ii) except as otherwise provided in this paragraph (b), any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment, or (iii) quarterly financial statements or other information with respect to any other fiscal quarter ended on or prior to the Conversion Date, or any comparison to any such quarterly period in any such “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and
(c) within 20 days after the occurrence of an event that would require the filing of a Current Report on Form 8-K (as in effect on the Closing Date) if the Borrower were required to file such reports with the SEC, any such current report; provided, however, that no such current report shall be required to be furnished or made available if the Borrower determines in good faith that such current report is not material to the Lenders.
(d) Substantially concurrently with the furnishing to the Administrative Agent of the information specified in clause (a), (b) or (c) above, the Borrower shall also (i) use its commercially reasonable efforts to post copies of such reports on a nonpublic website to be maintained by the Borrower to which access is given to the Lenders, or (ii) to the extent the Borrower determines in good faith that it cannot make such reports available in the manner described in the preceding clause after the use of its commercially reasonable efforts, furnish such reports to the Lenders, upon their request.
(e) Prior to the disclosure of the annual, quarterly and reports periodic information required by this covenant may clauses (a) through (c) above, the Borrower shall notify the Lenders that such information will be those of made available and direct such parent company on a consolidated basis, rather than those of Lenders to contact the IssuersBorrower to obtain such information. The Borrower shall either post such information to the website referenced above or distribute via electronic mail such information to the Lenders who request to receive such distributions. In addition, to the extent not satisfied by the foregoingBorrower shall, for so long as any Notes are outstandingLoans remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to securities analysts the Lenders and prospective investorslenders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery .
(f) If any direct or indirect parent company of such reportsthe Borrower is or becomes a Guarantor, the Borrower may satisfy its obligations under this Section with respect to financial information and documents relating to the Trustee is for informational purposes only Borrower by furnishing financial information relating to such other parent Guarantor; provided that the same are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent Guarantor, on the one hand, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained thereinrelating to the Borrower and its Restricted Subsidiaries on a standalone basis, including on the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)other hand.
Appears in 1 contract
Reports and Other Information. Notwithstanding (a) So long as any Notes are outstanding and the Issuer is required to be or remains subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Issuer will file with the SEC the annual reports, information, documents and other reports that the Issuers may Issuer is required to file with the SEC pursuant to such Section 13(a) or 15(d); provided that at any time the Issuer is not required to be subject to the reporting requirements of Section 13 or 15(d13(a) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In , the event that Issuer will furnish the reports and other information as provided in clause (1b) below.
(b) At any time (the rules and regulations date thereof, the “Termination Date”) as the Issuer is not required to be subject to the reporting requirements of Section 13(a) or 15(d) of the SEC (including Rule 3-10 of Regulation S-X) permit Exchange Act, the Issuers and Issuer shall furnish to the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either Trustee:
(i) such parent entity within 105 days following the end of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly each fiscal year of the Capital Stock Issuer (or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of Finance LLC or (ii) the Issuer ended after the Termination Date, the consolidated financial statements of the Issuer for such parent entity of Finance LLC provides separate financial information year prepared in accordance with GAAP, together with a report thereon by the Issuer’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries Operations” with respect to such financial statements substantially similar to that which would be included in an annual report on Form 10-K (as in effect on the one handIssue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and file such form); it being understood that (x) the Issuer shall not be required to include any separate consolidating financial information with respect to the Issuer, and for any Subsidiary Guarantor or any other material business affiliate of the Issuer, or any separate financial statements or information for the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer and (y) the consolidated financial statements of the Issuer or any similar reference shall, in each case, include each variable interest entity that the Issuer would otherwise be required to consolidate under GAAP;
(ii) within 60 days after the end of each of the first three fiscal quarters of the Issuer in each fiscal year of the Issuer (or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Issuer ended after the Termination Date, the condensed consolidated financial statements of the Issuer for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a quarterly report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and file such form); it being understood that (x) the Issuer shall not be required to include any separate consolidating financial information with respect to the Issuer, any Subsidiary Guarantor or any other handaffiliate of the Issuer, then or any separate financial statements or information for the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer and (y) the consolidated financial statements of the Issuer or any similar reference shall, in each case, include each variable interest entity that the Issuer is required to consolidate under GAAP; and
(iii) information substantially similar to the information that would be required to be included in a current report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and reports file such form) pursuant to Item 1.01 (Entry into a Material Definitive Agreement), Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation), Item 2.04 (Triggering Events That Accelerate or Increase a Direct Financial Obligation), Item 4.01 (Changes in Certifying Accountant), Item 4.02 (Non-Reliance on Previously Issued Financial Statements), Item 5.01 (Changes in Control of Registrant), Item 5.02 (Departure of Directors or Certain Officers; Appointment of Certain Officers) or Item 5.03(b) (Change in Fiscal Year) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by this covenant may be those Item 9.01 (Financial Statements and Exhibits) of such parent company form), within 15 days after the date of filing that would have been required for a current report on a consolidated basis, rather than those of the Issuers. Form 8-K. In addition, to the extent not satisfied by the foregoing, for so long as any the Notes are outstandingremain subject to this clause (b), the Issuers shall Issuer will furnish to Holders and to securities analysts thereof and prospective investorsinvestors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 3.2, the Issuer shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. .
(c) The Issuer will be deemed to have furnished the reports, annual information, documents and other reports referred to in clauses (a) and (b) above to the Trustee and the holders if any direct or indirect parent is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the EXXXX (or successor) filing system and such reports are publicly available.
(d) Delivery of such these reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding (a) So long as the Notes are outstanding, at any time that ZoomInfo Technologies is subject to the Issuers may not be reporting requirements of Section 13 or 15(d) of the Exchange Act, ZoomInfo Technologies will furnish to the Trustee and make available to the Trustee, Holders of the Notes and Beneficial Owners of the Notes, on ZoomInfo Technologies’ website copies of such annual and quarterly reports and such information, documents and other reports as are required under Sections 13 and 15(d) of the Exchange Act within 15 days after the date such information, documents or other reports were filed with the Commission.
(b) If, at any time, ZoomInfo Technologies is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant any reason, so long as the Notes are outstanding, ZoomInfo Technologies will provide to rules and regulations promulgated by the SECTrustee and, the Issuers shall file with the SEC (and make available (without exhibits), without costupon request, to (i) Holders of the Notes, upon their request, a copy of all of the information and reports referred to below:
(iii) the Trustee, within 15 90 days after it files the end of each fiscal year (or such reports and information with longer period as may be permitted by the SEC, Commission if ZoomInfo Technologies were then subject to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by Commission reporting requirements as a non-accelerated filer, annual reports on Form 10-K, or including any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect extensions permitted under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) Rule 12b-25 of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at annual audited financial statements for such parent entity’s level on fiscal year including a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations” with respect to the periods presented and the Restricted Subsidiaries a report on the one handannual financial statements by ZoomInfo Technologies’ independent registered public accounting firm (all of the foregoing financial information to be prepared on a basis substantially consistent to that which would be included in an Annual Report on Form 10-K filed with the Commission by ZoomInfo Technologies (if ZoomInfo Technologies were required to prepare and file such form);
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the Commission if ZoomInfo Technologies were then subject to Commission reporting requirements as a non-accelerated filer, including any extensions permitted under Rule 12b-25 of the Exchange Act), unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on a basis substantially consistent to that which would be included in a Quarterly Report on Form 10-Q filed with the Commission by ZoomInfo Technologies (if ZoomInfo Technologies were required to prepare and file such form); and
(iii) within the time period specified for filing current reports on Form 8-K by the Commission, current reports that would be required to be filed with the Commission on Form 8-K if ZoomInfo Technologies were required to file such reports for any of the following events: (a) significant acquisitions or dispositions, (b) the bankruptcy of ZoomInfo Technologies, the Co-Issuer or a Significant Subsidiary, (c) the acceleration of any Indebtedness of ZoomInfo Technologies or any Subsidiary having a principal amount in excess of $100.0 million, (d) a change in ZoomInfo Technologies’ certifying independent auditor, (e) the appointment or departure of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer or President (or persons fulfilling similar duties) of ZoomInfo Technologies, (f) resignation of a director on disagreeable terms, (g) change in fiscal year, (h) non-reliance on previously issued financial statements, (i) change of control transactions, (j) entry into material agreements, (k) entry into material direct financial obligations and (l) historical financial statements (other than pro forma financial statements, the provision of which shall be governed by the next succeeding paragraph) of an acquired business (relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K to the extent and in the form available to ZoomInfo Technologies (as determined by ZoomInfo Technologies in good faith) if ZoomInfo Technologies were a domestic reporting company under the Exchange Act); provided, however, that no such current reports (or Items thereof or all or a portion of the financial statements that would have otherwise been required thereby) will be required to be provided (or included) if the ZoomInfo Technologies determines in its good faith judgment that such event (or information) is not material business on to Holders of the Notes or to the business, assets, operations or financial position of ZoomInfo Technologies and its Subsidiaries, taken as a whole, or if ZoomInfo Technologies determines in its good faith judgment that such disclosure would otherwise cause material competitive harm to the business, assets, operations, financial position or prospects of ZoomInfo Technologies and its Subsidiaries; (ii) such information, documents and reports shall, in each case, be subject to exceptions and exclusions consistent with the presentation of financial and other handinformation in or incorporated by reference in this offering memorandum, then including with respect to the omission of financial statements or financial information required by Rules 3-05, 3-09, 3-10, 3-16, 13-01 or 13-02 under Regulation S-X promulgated by the Commission (or any successor provision), Compensation Discussion and Analysis otherwise required by Regulation S-K Item 402(b), and information otherwise required by Section 404 of the Xxxxxxxx-Xxxxx Act of 2002; (iii) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of ZoomInfo Technologies may be excluded from any information, documents and reports; (iv) in no event will such information, documents and reports will contain compensation or beneficial ownership information; (v) in no event will such information, documents and reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-GAAP financial measures contained therein; and (vi) the information and reports referred to in clauses (1), (2) and (3) in the second paragraph of this covenant shall not be required to include any exhibits required by this covenant Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K; provided, further, however, that in addition to providing such information to the Trustee and upon request, Holders, the Issuers shall make available to the Holders, bona fide prospective investors in the Notes, bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts (to the extent providing analysis of investment in the Notes) such information by (A) posting to the website of ZoomInfo Technologies (or any direct or indirect parent of ZoomInfo Technologies or of a Restricted Subsidiary) or on a non-public, password-protected website maintained by ZoomInfo Technologies (or any direct or indirect parent of ZoomInfo Technologies or of a Restricted Subsidiary) or a third party, in each case, within 15 days after the time ZoomInfo Technologies would be required to provide such information pursuant to clause (i), (ii) or (iii) above, as applicable, or (B) otherwise providing substantially comparable availability of such reports (as determined by ZoomInfo Technologies in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another comparable private electronic information service shall constitute substantially comparable availability).
(c) For so long as ZoomInfo Technologies has designated any Subsidiary as an Unrestricted Subsidiaries, then substantially concurrently with the provision of the quarterly and annual financial information required by Section 3.2(a) or (b), ZoomInfo Technologies will provide the Holders with the percentage of the Adjusted EBITDA (presented on a basis substantially consistent with the presentation of Adjusted EBITDA in the Offering Memorandum) that the Unrestricted Subsidiaries contribute to such Adjusted EBITDA for Parent and its Subsidiaries for the applicable period; provided, however, that no such information shall be required to be provided to the extent ZoomInfo Technologies determines in its reasonable judgment that any such Unrestricted Subsidiaries are not material to the operations or performance of Parent and its Subsidiaries as a whole. Such information need not be provided in the financial report itself and may be those of such parent company on separately provided to Holders via a consolidated basisnon-public, rather than those of the Issuers. password protected website maintained by ZoomInfo Technologies or a third party in accordance with Section 3.2(h).
(d) In addition, to the extent not satisfied by the foregoing, the Issuers agree that, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investorsHolders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct (or any successor provision).
(e) Notwithstanding the foregoing, ZoomInfo Technologies may satisfy its obligations in this Section 3.2 with respect to financial information relating to ZoomInfo Technologies by furnishing financial information relating to (i) any predecessor or successor of ZoomInfo Technologies or any entity meeting the requirements of clause (ii) or (iii) of this Section 3.2(e), (ii) any Wholly Owned Subsidiary of ZoomInfo Technologies that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of ZoomInfo Technologies and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”) or (iii) any direct or indirect parent of ZoomInfo Technologies; provided that if financial information so furnished relates to such Qualified Reporting Subsidiary of ZoomInfo Technologies or such direct or indirect parent of ZoomInfo Technologies, the same is accompanied by consolidating information, which may be posted to the website of ZoomInfo Technologies (or any direct or indirect parent of ZoomInfo Technologies or of a Subsidiary) on a non-public, password-protected website maintained by ZoomInfo Technologies or a third party, that explains in reasonable detail the differences between the information relating to such Qualified Reporting Subsidiary or such parent entity (as the case may be), on the one hand, and the information relating to ZoomInfo Technologies and its Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited.
(f) ZoomInfo Technologies will be deemed to have satisfied the information and reporting requirements of Section 3.2(b) if (i) ZoomInfo Technologies or any Qualified Reporting Subsidiary or any direct or indirect parent of ZoomInfo Technologies has filed reports or registration statements containing such information (including the information required pursuant to the first sentence of Section 3.2(e), which, for the avoidance of doubt, need not be filed with the Commission via XXXXX to the extent it is otherwise provided to Holders pursuant to this Section 3.2) with the Commission via the XXXXX (or successor) filing system within the applicable time periods after giving effect to any extensions permitted by the Commission and that are publicly available or (ii) with respect to the Holders only, ZoomInfo Technologies or any Qualified Reporting Subsidiary or any parent has made such reports available electronically (including by posting to a non-public, password-protected website as provided above) pursuant to this Section 3.2. The Trustee shall have no responsibility to ensure that such filing has occurred.
(g) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the IssuersZoomInfo Technologies’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(h) Any person who requests or accesses such financial information required by Section 3.2(b) may be required to provide its email address, employer name and other information reasonably requested by ZoomInfo Technologies and represent to ZoomInfo Technologies (to ZoomInfo Technologies’ reasonable good faith satisfaction) that:
(i) it is a Holder, a Beneficial Owner of the Notes, a bona fide prospective investor in the Notes, a bona fide market maker in the Notes affiliated with any Initial Purchaser or a bona fide securities analyst providing an analysis of investment in the Notes;
(ii) it will not use the information in violation of applicable securities laws or regulations;
(iii) it will keep such provided information confidential and will not communicate the information to any Person; and
(iv) it (a) will not use such information in any manner intended to compete with the business of the Company and its Subsidiaries and (b) is not a Person (which includes such Person’s Affiliates) that (i) is principally engaged in a Similar Business or (ii) derives a significant portion of its revenues from operating or owning a Similar Business.
(i) Notwithstanding anything herein to the contrary, in the event that ZoomInfo Technologies fails to comply with its obligation to file or provide such information, documents and reports as required hereunder, ZoomInfo Technologies will be deemed to have cured such Default with respect to the Notes for purposes of Section 6.1(a)(iii) upon the filing or provision of all such information, documents and reports required hereunder prior to the expiration of 90 days after written notice to ZoomInfo Technologies of such failure from the Trustee or the Holders of at least 30% of the principal amount of the Notes.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,dates set forth below:
(1) within 90 days after the time period then end of each Fiscal Year, all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearFiscal Year, reports on Form 10-Q containing all quarterly financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and
(3) within the time period then applicable number of days specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 8-Kregulations, after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form, if the Issuer were required to file with the SEC; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that . Notwithstanding the Issuers foregoing, the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event so long as, at the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after expense and by the time they applicable date the Issuer would have been be required to file such information with pursuant to this covenant, the Issuer posts copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access shall be given to the Trustee, Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Trustee shall have no responsibility for determining whether or not such information has been posted and if the information in clause (3) has been posted to a website not maintained by the SEC, if they were subject then the Issuer shall provide prompt notice of such posting to Sections 13 the Trustee. To the extent any such information is not so filed or 15(d) posted, as applicable, within the time periods specified above and such information is subsequently filed or posted, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Exchange Act. In the event that (1) the rules and regulations Holders under Article VI if Holders of at least 25% in principal amount of the SEC (including Rule 3-10 of Regulation S-X) permit then total outstanding Notes have declared the Issuers principal, premium, if any, interest and the Parent (or any other direct monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or indirect parent company of Finance LLC), cancelled prior to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuerscure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) The Issuer shall hold quarterly conference calls that are publicly accessible promptly after the Issuer’s earnings for the prior fiscal period have been made available, beginning when earnings for the quarter ended June 30, 2011 have been made available pursuant to this covenant. Delivery No fewer than three Business Days prior to the date of each such conference call, the Issuer shall issue a press release to an appropriate U.S. wire service announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts how to access such conference call. The Trustee shall have no responsibility for determining whether or not such conference calls have been held.
(c) In the event that any Parent becomes a guarantor of the Notes, the Issuer shall be deemed to have satisfied the requirements of this Section 3.11 if such Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Issuer is not required to file such reports, documents and information separately under the applicable rules and documents regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent; provided that such financial statements are accompanied by consolidating financial information for such Parent, the Issuer, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC to the Trustee extent such financial information would be required by the SEC.
(d) If (i) any Parent that is for informational purposes only a Guarantor has assets or operations independent of the Issuer and its Subsidiaries that, individually or collectively, would, if contained within a Subsidiary, constitute a Significant Subsidiary or (ii) the TrusteeIssuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively would otherwise have been a Significant Subsidiary then the annual and quarterly financial information required under this Section 3.11 shall include a reasonably detailed presentation, as determined in good faith by Senior Management of the Issuer, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s receipt discussion and analysis of financial condition and results of operations” section, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Parent or such Unrestricted Subsidiaries, as the case may be.
(e) Notwithstanding the foregoing, such requirements shall not constitute constructive notice be deemed satisfied prior to the commencement of the offering of the Exchange Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of any registration statement relating to the exchange offer pursuant to the Registration Rights Agreement or other filing, and any amendments thereto, with such financial information contained therein or determinable from information contained therein, including that satisfies Regulation S-X of the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Securities Act.
Appears in 1 contract
Samples: Indenture (Cumulus Media Inc)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,dates set forth below:
(1) within 90 days after the time period then end of each fiscal year, all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and
(3) within the time period then applicable number of days specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 8-Kregulations, after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form, if the Issuer were required to file with the SEC; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that . Notwithstanding the Issuers foregoing, the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event so long as, at the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after expense and by the time they applicable date the Issuer would have been be required to file such information with pursuant to this Section 3.11, the Issuer posts copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access shall be given to the Trustee, Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Trustee shall have no responsibility for determining whether or not such information has been posted and if the information in clause (3) has been posted to a website not maintained by the SEC, if they were subject then the Issuer shall provide prompt notice of such posting to Sections 13 the Trustee. To the extent any such information is not so filed or 15(d) posted, as applicable, within the time periods specified above and such information is subsequently filed or posted, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Exchange Act. In the event that (1) the rules and regulations Holders under Article VI if Holders of at least 25% in principal amount of the SEC (including Rule 3-10 of Regulation S-X) permit then total outstanding Notes have declared the Issuers principal, premium, if any, interest and the Parent (or any other direct monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or indirect parent company of Finance LLC), cancelled prior to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuerscure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) The Issuer shall hold quarterly conference calls that are publicly accessible promptly after the Issuer’s earnings for the prior fiscal period have been made available, beginning when earnings for the quarter ended September 30, 2011 have been made available pursuant to this Section 3.11. No fewer than three Business Days prior to the date of each such conference call, the Issuer shall issue a press release to an appropriate U.S. wire service announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts how to access such conference call. The Trustee shall have no responsibility for determining whether or not such conference calls have been held.
(c) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively would otherwise have been a Significant Subsidiary then the annual and quarterly financial information required under this Section 3.11 shall include a reasonably detailed presentation, as determined in good faith by Senior Management of the Issuer, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s discussion and analysis of financial condition and results of operations” section, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(d) Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the offering of the Exchange Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of any registration statement relating to the exchange offer pursuant to the Registration Rights Agreement or other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of 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 Issuers’ Issuer’s compliance with any of their its covenants hereunder under the Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate).
Appears in 1 contract
Samples: Indenture (Crown Media Holdings Inc)
Reports and Other Information. (a) Notwithstanding that the Issuers Parent Guarantor may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Parent Guarantor shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,):
(1) within the 120 days (or any time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filer) plus any grace period provided by Rule 12b-25 under the Exchange Act, after the end of each fiscal year, annual reports on Form 1020-KF, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the 75 days (or any time period then in effect under the rules and regulations of the Exchange Act with respect to Act), after the filing end of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 106-Q K, containing all quarterly the information that would be required to be contained in Form 10-Qtherein, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 86-K, or any successor or comparable form; in each caseand
(4) any other information, in a manner that complies in all material respects documents and other reports which the Parent Guarantor would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided that the Issuers Parent Guarantor shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders of the Notes, in each case within 15 days after the time they the Parent Guarantor would have been be required to file such information with the SEC, if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations The fiscal year of the SEC Parent Guarantor currently ends on December 31.
(including Rule 3-10 of Regulation S-Xb) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for For so long as any Notes are remain outstanding, if at any time they are not required to file with the Issuers shall SEC the reports required by paragraph (a) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECSEC as required by Section 13 or 15(d) of the Exchange Act, the Issuers Issuer shall file with the SEC (and make available (available, without exhibits), exhibits and without cost, to (i) Holders any Holder of the Notes, upon their written request, and (ii) the TrusteeTrustee upon its written request, in each case, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,:
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by for a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Issuer shall post such reports on the Parent’s or an Issuer’s public its website within 15 days after the time they the Issuer would have been be required to file such information with the SEC, if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. Unless the Issuer is otherwise obligated to do so under the Exchange Act or the rules and regulations promulgated by the SEC thereunder, such reports referred to in clauses (1) through (4) above shall not be required:
(a) to comply with Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC;
(b) to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, or “segment reporting” and the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K relating to the business acquired in the Acquisition (it being understood that the Issuer shall furnish summary financial information with respect to Guarantors and non-Guarantors on a basis substantially consistent with the financial information presented in the fourth sentence of the third paragraph under “Description of Notes—Guarantees” in the Offering Memorandum); or
(c) to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. In the event that that:
(1A) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC), the Issuer to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC the Issuer, or
(B) any direct or (ii) such indirect parent entity of Finance LLC provides separate the Issuer is or becomes a Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.03 for the Issuer will satisfy this Section 4.03, and the Issuer shall be permitted to satisfy its obligations under this Section 4.03 with respect to financial information relating the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Issuer and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Issuer and its Subsidiaries on a standalone basis, on the other hand. To the extent any such reports referred to in clauses (1) through (4) above is not so filed or furnished, then as applicable, within the information time periods specified above and such reports required by this covenant may are subsequently filed or furnished, as applicable, the Issuer shall be those of deemed to have satisfied its obligations with respect thereto at such parent company on a consolidated basis, rather than those of the Issuerstime and any Default with respect thereto shall be deemed to have been cured. In addition, to the extent not satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstandingoutstanding and constitute “restricted securities” under Rule 144, the Issuers it shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise Act, the Company shall provide to the Holders the following reports: within 90 days after the end of each fiscal year (beginning with the fiscal year ending December 31, 2021), an annual report containing substantially all the information that would have been required to be contained in an annual report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations” section and a report on the annual financial statements by a non-accelerated filerthe Company’s independent registered public accounting firm; provided that such annual report shall not be required to contain information required by Items 9A (controls and procedures), annual reports on 10 (directors, executive officers and corporate governance) and 11 (executive compensation) of Form 10-K, or any successor or comparable form, containing ; within 45 days after the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year (beginning with the fiscal quarter in which the Issue Date occurs), quarterly reports with respect to the most recent fiscal quarter and year, reports -to-date period containing substantially all the information that would have been required to be contained in a quarterly report on Form 10-Q containing all under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations” section and unaudited quarterly information financial statements reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); provided that would such quarterly report shall not be required to be contained in contain the information required by Part I, Item 4 of Form 10-Q, or any successor or comparable formQ (controls and procedures); and
(3) and within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, ten Business Days after the occurrence of an each event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file be reported under Items 2.01 (Completion of Acquisition or Disposition of Assets), 2.06 (Material Impairments), 4.01 (Changes in Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) and 5.01 (Changes in Control of Registrant) in a current report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act, current reports containing substantially all the information that would have been required by the foregoing items of Form 8-K to be contained in a current report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided that, for the avoidance of doubt, in each of the reports delivered pursuant to clause (1) or (2) above, the Company shall set forth (i) a calculation of Adjusted EBITDA, Adjusted EBITDA Before Growth Investments and Community Adjusted EBITDA of the Company and its consolidated Restricted Subsidiaries for the period of four consecutive fiscal quarters ended on the date of the last balance sheet set forth in such information with report, presented in a manner similar to that found in the SECOffering Memorandum, if they were and (ii) the amount of Unrestricted Cash and Total Indebtedness of ChinaCo as of such balance sheet date; provided, further, however, that, so long as the Company is not subject to Sections the reporting requirements of Section 13 or 15(d) of the Exchange Act. In the event that , such reports (1a) the rules and regulations shall not be required to comply with Section 302 or 404 of the SEC (including Rule 3Xxxxxxxx-10 Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-X) permit K promulgated by the Issuers and the Parent SEC or Item 601 of Regulation S-K (or any other direct or indirect parent company of Finance LLCwith respect to exhibits), (b) shall not be required to report at comply with Section 13(r) of the Exchange Act (relating to the Iran Threat Reduction and Syrian Human Rights Act) or Rule 13p-1 under the Exchange Act and Form SD (relating to conflict minerals) or Item 10(e) of Regulation S-K (relating to non-GAAP financial measures), (c) shall not be required to contain the disclosure contemplated by Rule 13-01 or Rule 13-02 of Regulation S-X promulgated by the SEC (except summary financial information with respect to Non-Guarantor Subsidiaries of the type and scope included in the Offering Memorandum will be required), (d) shall not be required to comply with Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such parent entity’s level on a consolidated basis information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries (and with respect to any financial statements required to be delivered under this clause (d), notwithstanding any law, rule or regulation that would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements to satisfy such requirement) and (2e) either shall not be required to comply with Section 3-05 of Regulation S-X to the extent that (i) such parent entity of Finance LLC is not engaged in any requirement to furnish acquired business in any material respect other than incidental to its ownership, directly or indirectly financial statements would be triggered only because the income from continuing operations before income taxes and extraordinary items of the Capital Stock acquired business exceeds 20% of Finance LLC or such pre-tax income of the Company and its consolidated Subsidiaries for the applicable period set forth in Rule 1-02(w) of Regulation S-X and (ii) the Company determines in its good faith judgment that such parent entity information would not be material to the Holders or the business, assets, operations, financial positions or prospects of Finance LLC provides separate financial information the Company and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the its Restricted Subsidiaries on the one hand(and with respect to any financial statements required to be delivered under this clause (e), and for notwithstanding any other material business on the other handlaw, then the information and reports required by this covenant may be those rule or regulation that would require that some or all of such parent company on a consolidated basisfinancial statements be audited, rather than those of the IssuersCompany may nonetheless deliver unaudited financial statements to satisfy such requirement). In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The requirements set forth in this clause (b) and the preceding clause (a) of this Section 4.06 may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders, bona fide prospective purchasers of the Notes (which prospective purchasers will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act)), securities analysts and market making institutions that certify their status as such to the reasonable satisfaction of the Company and who agree to treat such information as confidential. Notwithstanding the foregoing, at all times that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC within the time periods specified in the SEC’s rules and regulations that are then applicable to the Company all the reports and information described in Section 4.06(a), but without giving effect to any of the provisos contained therein (assuming that such provisions otherwise apply under applicable SEC rules and regulations), in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the SEC. In addition, no later than fifteen Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to Section 4.06(a)(1) or 4.06(a)(2) above, the Company shall also hold live quarterly conference calls with the opportunity to ask questions of the Company. No fewer than five Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, bona fide prospective purchasers of the Notes (which prospective purchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company), securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, held more than 10.0% of Consolidated Total Assets as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (the “balance sheet date”) or accounted for more than 10.0% of consolidated total revenue of the Company and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ended on the balance sheet date, then the annual and quarterly financial information required by Section 4.06(a) shall include a reasonably detailed presentation, as determined in good faith by the Company, either on the face of the financial statements or in the footnotes to the financial statements and in the “Management’s discussion and analysis of financial condition and results of operations” section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.06 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (1) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC and (2) such parent is not engaged in any business in any material respect other than such activities as are incidental to its ownership, directly or indirectly, of the Capital Stock of the Company. To the extent any information is not provided within the time periods specified in this Section 4.06 and such information is subsequently provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default that has not become an Event of Default with respect thereto shall be deemed to have been cured. Delivery of the reports, information and documents in accordance with this Section 4.06 shall satisfy the Company’s obligation to make such delivery, but, in the case of the Trustee, such delivery shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s CertificatesCertificate). The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report.
Appears in 1 contract
Samples: Master Senior Secured Notes Note Purchase Agreement (WeWork Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and furnish or make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, Trustee within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,dates set forth below:
(1) within 90 days after the time period then end of each fiscal year (120 days for the fiscal year ending December 31, 2010 but only in effect under the rules and regulations of the Exchange Act with respect event that Viking Acquisition Inc. changes its fiscal year end to the filing of a Form 10-K by a non-accelerated filerDecember 31 for such fiscal year), all financial information that would be required to be contained in an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (90 days for the fiscal quarter ending September 30, reports on Form 10-Q containing 2010 and 60 days for the fiscal quarters ending December 31, 2010 and March 31, 2011), all quarterly financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC;
(3) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; and
(34) within any other information, documents and other reports which the time period then in effect under Issuer would be required to file with the rules and regulations SEC if it were subject to Section 13 or 15(d) of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable formAct; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that . Notwithstanding the Issuers foregoing, the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filingfiling or (ii) prior to the consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, so long as if clause (i) or (ii) is applicable the Issuer makes available such information to prospective purchasers of the Notes, in which event addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Holders, in each case, at the Issuer’s public website within 15 days after expense and by the time they applicable date the Issuer would have been be required to file such information pursuant to the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the SECrights of the Holders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules any, interest and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or indirect parent company of Finance LLC), cancelled prior to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuerscure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Issuer shall deliver the financial statements and information of the type required to be delivered pursuant to Section 3.11(a)(2) with respect to the fiscal quarter ended September 30, 2010, which, notwithstanding the foregoing, shall not be required to give pro forma effect to the Transactions, shall not be required to contain financial statement footnote disclosure and shall not be required to contain consolidating financial data with respect to the Guarantor and Non-Guarantor Subsidiaries of the type contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act or otherwise; provided that the Issuer shall only be required to present a reasonably detailed “Management’s discussion and analysis of financial condition and results of operations” to the extent of the information provided by The Clorox Company.
(b) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the immediately preceding paragraph, the Issuer shall also post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access shall be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Issuer shall hold quarterly conference calls that are publicly accessible after the Issuer’s financial statements for the prior fiscal period have been made available, provided that such conference calls shall be held no later than 5 Business Days after the date that such financial statements are required to be made available. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence the Issuer shall issue a press release to the appropriate U.S. wire services announcing the time and the date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts to contact an individual at the Issuer (for whom contact information shall be provided in such press release) to obtain information on how to access such conference call.
(c) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Indenture shall permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, in the form prescribed in clause (a) above.
(d) Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the offering of the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of any registration statement relating to the exchange offer pursuant to the Registration Rights Agreement or other filing, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.
(e) Notwithstanding anything herein to the contrary, the Issuer shall not be deemed to have failed to comply with its obligations to deliver a report for the fiscal quarter ended September 30, 2010 for purposes of Section 6.1(3) until 90 days after the date of any report hereunder is due. Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesCertificates or certificates delivered pursuant to Section 3.16).
Appears in 1 contract
Samples: Indenture (Armored AutoGroup Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Company shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Holder, within 15 days after it the Company files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Company shall post make available such reports on information to prospective purchasers of Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders of the Notes, in each case within 15 days after the time they the Company would have been be required to file such information with the SEC, if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of such reportsthe Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information and documents relating to the Trustee Company by furnishing financial information relating to such parent company; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trusteeinformation relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (1) by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting reports that would be required to be filed substantially in the form required by the SEC on the Company’s receipt of such shall not constitute constructive notice website (or on the website of any of its parent companies) or providing such reports to the Trustee, with financial information contained therein or determinable from that satisfied Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information contained thereinin the Offering Circular, including to the Issuers’ compliance with any of their covenants hereunder (as to which extent filed within the Trustee is entitled to rely exclusively on Officer’s Certificates)times specified above.
Appears in 1 contract
Reports and Other Information. Notwithstanding that (a) So long as any Notes are outstanding hereunder, from and after the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) consummation of the Exchange Act or otherwise report Acquisition on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECAcquisition Date, the Issuers shall Issuer will file with the SEC (and make available (without exhibits)furnish to the Trustee and holders copies of, without cost, cost to each holder) the following:
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then periods specified in effect under the SEC’s rules and regulations of regulations, an annual report with the Exchange Act with respect to the filing of a SEC on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form);
(2ii) within the time period then periods specified in effect under the SEC’s rules and regulations of regulations, a quarterly report with the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports SEC on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form); and
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time periods specified in the SEC’s rules and regulations), such other current reports with the SEC on Form 8-K, K (or any successor or comparable form; ). If the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in each case, in a manner that complies in all material respects the preceding paragraphs of this covenant with the requirements SEC within the time periods specified above unless the SEC will not accept such a filing. If the SEC will not accept the Issuer’s filings for any reason, the Issuer will furnish the reports referred to in such form; provided the preceding paragraphs to the Trustee within the time periods that would apply if the Issuers shall not be so obligated Issuer were required to file such those reports with the SEC if SEC. The Issuer will not take any action for the purpose of causing the SEC does not permit to accept any such filingfilings. In addition to providing such information to the Trustee, in which event the Issuers Issuer shall post such reports on make available the Parent’s or an Issuer’s public website within 15 days after the time they would have been information required to file such information with the SEC, if they were subject be provided pursuant to Sections 13 or 15(dclauses (i) through (iii) of the Exchange Act. above paragraph, by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(b) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required by clause (i) of the first paragraph of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(c) In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC), the Issuer to report at such parent entity’s level on a consolidated basis basis, the Issuer shall have the right to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating financial information that explains in a reasonable level of detail, the differences between the information relating to such direct or indirect parent and (2) either (i) such parent entity any of Finance LLC is not engaged in any business in any material respect its Subsidiaries other than incidental to the Issuer and its ownershipSubsidiaries, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any the information relating to the Issuer, the Guarantors and the other material business Subsidiaries of the Issuer on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. .
(d) In addition, to the extent not satisfied by Issuer shall, after the foregoing, Acquisition Date and for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, the Issuers shall furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(e) Notwithstanding the foregoing, the Issuer will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Issuer has filed such reports with (or furnished such reports to) the SEC via the XXXXX filing system and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. In addition, prior to the commencement of the Registered Exchange Offer or the effectiveness of the shelf registration statement relating to the Initial Notes, the Issuer will be deemed to have furnished the reports referred to in this Section 4.02, notwithstanding that any such reports omit the information that would be required by Section 3-10 of Regulation S-X.
(f) Delivery of such any reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesOfficers’ Certificates of the Issuer).
Appears in 1 contract
Samples: Indenture (Dollar Tree Inc)
Reports and Other Information. Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Company shall file with the SEC or otherwise make available on a website (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX EXXXX system or the Parent’s or an IssuerCompany’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or posting or any other filing or posting described below has occurred, or to review or analyze any filings or postings) from and after the Issue Date,
(1i) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3iii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Company shall post such reports on the Parent’s or an IssuerCompany’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that the Company shall not be obligated to include in such reports the separate financial statements required by Rule 3-10 or 3-16 of Regulation S-X. For the avoidance of doubt, to the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders described under Section 6.01 if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC)the Company becomes a Guarantor of the Notes, the Company shall have satisfied its obligations under this Section 4.03 by furnishing information relating to report at such parent entity’s level company; provided that, in the case of financial information, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a consolidated basis standalone basis, on the other hand. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and (2) annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly on the face of the Capital Stock of Finance LLC financial statements or (ii) such parent entity of Finance LLC provides separate financial information in the footnotes thereto, and a in “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries on separate from the one hand, financial condition and for any other material business on the other hand, then the information and reports required by this covenant may be those results of such parent company on a consolidated basis, rather than those operations of the IssuersCompany’s Unrestricted Subsidiaries. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, outstanding the Issuers Company shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the SEC.
Appears in 1 contract
Samples: Indenture (Uniti Group Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECSEC as required by Section 13 or 15(d) of the Exchange Act, the Issuers Issuer shall file with the SEC (and make available (available, without exhibits), exhibits and without cost, to (i) Holders any Holder of the Notes, upon their request, and (ii) the Trustee, in each case within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX EXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,:
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by for a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall Issuer will post such reports on the Parent’s or an Issuer’s public its website within 15 days after the time they the Issuer would have been be required to file such information with the SEC, if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In .
(b) Unless the event that (1) Issuer is otherwise obligated to do so under the Exchange Act or the rules and regulations promulgated by the SEC thereunder, such reports referred to in clauses (1) through (4) above will not be required:
(1) to comply with Section 302 or Section 404 of the SEC Sxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC;
(including 2) to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X) permit the Issuers , or in each case any successor provisions, or “segment reporting” and the Parent “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K relating to Wxxxx Xxxxx, Inc. and its Subsidiaries (it being understood that the Issuer will furnish summary financial information with respect to Guarantors and non-Guarantors on a basis substantially consistent with the financial information presented in the fourth sentence of the third paragraph under “Description of notes—Guarantees” in the Offering Memorandum); or
(3) to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any other direct non-GAAP financial measures contained therein.
(c) To the extent any such reports referred to in clause (a) above is not so filed or indirect parent company of Finance LLC)furnished, as applicable, within the time periods specified above and such reports are subsequently filed or furnished, as applicable, the Issuer will be deemed to report have satisfied its obligations with respect thereto at such parent entity’s level on a consolidated basis time and any Default with respect thereto shall be deemed to have been cured.
(2d) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to To the extent not satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstandingoutstanding and constitute “restricted securities” under Rule 144, the Issuers shall it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Hill-Rom Holdings, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file or furnish with the SEC (and make available (without exhibitsunless the SEC will not accept such a filing or such furnished information), and provide the Trustee and Holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within 90 days after the time end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then in effect subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual report (which, if permitted under the applicable rules and regulations of the Exchange Act with respect to SEC, may be the filing annual report of a Holdings or another Parent of the Issuer) on Form 10-K by a nonor 20-accelerated filer, annual reports on Form 10-K, F (or any successor or comparable form, forms) containing the information required to be contained therein, therein (or required in such successor or comparable form;) and
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, reports voluntary filer or otherwise), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Issuer) on Form 10-Q containing all quarterly information that would be required to be contained in Form 10or 6-Q, K (or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLCforms), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and including a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then or substantially similar section (whether or not required by such form).
(b) The Issuer shall make the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the IssuersSection 4.02(a) available to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, reporting or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and (b) to the Trustee, the Holders and prospective investors if it or Holdings or another Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports or similar reports with the SEC via the XXXXX filing system and such reports or similar reports are publicly available or if it has posted such information on a secure internet portal (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee).
(d) The Issuer may satisfy its obligations under this Section 4.02 with respect to all reports and financial information relating to the Issuer and its Subsidiaries by furnishing reports and financial information relating to any Parent; provided that, if required by Regulation S-X under the Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand. Delivery No report furnished pursuant to this Indenture shall be required to include information or certifications called for by Items 10(e), 307, 308, 402, 405, 406, 407 and 601 of Regulation S-K or Rules 3-05, 3-10 and 3-16 of Regulation S-X. Any default resulting from a failure to comply with this Section 4.02 shall automatically be deemed cured by the filing or making available of a report meeting the requirements of this Section 4.02.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such reports, information and documents change to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Reports and Other Information. Notwithstanding (a) So long as any Notes are outstanding and the Issuer is required to be or remains subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Issuer will file with the SEC the annual reports, information, documents and other reports that the Issuers may Issuer is required to file with the SEC pursuant to such Section 13(a) or 15(d); provided that at any time the Issuer is not required to be subject to the reporting requirements of Section 13 or 15(d13(a) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In , the event that Issuer will furnish the reports and other information as provided in clause (1b) below.
(b) At any time (the rules and regulations date thereof, the “Termination Date”) as the Issuer is not required to be subject to the reporting requirements of Section 13(a) or 15(d) of the SEC (including Rule 3-10 of Regulation S-X) permit Exchange Act, the Issuers and Issuer shall furnish to the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either Trustee:
(i) such parent entity within 105 days following the end of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly each fiscal year of the Capital Stock Issuer (or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of Finance LLC or (ii) the Issuer ended after the Termination Date, the consolidated financial statements of the Issuer for such parent entity of Finance LLC provides separate financial information year prepared in accordance with GAAP, together with a report thereon by the Issuer’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries Operations” with respect to such financial statements substantially similar to that which would be included in an annual report on Form 10-K (as in effect on the one handIssue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and file such form); it being understood that (x) the Issuer shall not be required to include any separate consolidating financial information with respect to the Issuer, and for any Subsidiary Guarantor or any other material business affiliate of the Issuer, or any separate financial statements or information for the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer and (y) the consolidated financial statements of the Issuer or any similar reference shall, in each case, include each variable interest entity that the Issuer would otherwise be required to consolidate under GAAP;
(ii) within 60 days after the end of each of the first three fiscal quarters of the Issuer in each fiscal year of the Issuer (or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Issuer ended after the Termination Date, the condensed consolidated financial statements of the Issuer for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a quarterly report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and file such form); it being understood that (x) the Issuer shall not be required to include any separate consolidating financial information with respect to the Issuer, any Subsidiary Guarantor or any other handaffiliate of the Issuer, then or any separate financial statements or information for the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer and (y) the consolidated financial statements of the Issuer or any similar reference shall, in each case, include each variable interest entity that the Issuer is required to consolidate under GAAP; and
(iii) information substantially similar to the information that would be required to be included in a current report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and reports file such form) pursuant to Item 1.01 (Entry into a Material Definitive Agreement), Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation), Item 2.04 (Triggering Events That Accelerate or Increase a Direct Financial Obligation), Item 4.01 (Changes in Certifying Accountant), Item 4.02 (Non-Reliance on Previously Issued Financial Statements), Item 5.01 (Changes in Control of Registrant), Item 5.02 (Departure of Directors or Certain Officers; Appointment of Certain Officers) or Item 5.03(b) (Change in Fiscal Year) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by this covenant may be those Item 9.01 (Financial Statements and Exhibits) of such parent company form), within 15 days after the date of filing that would have been required for a current report on a consolidated basis, rather than those of the Issuers. Form 8-K. In addition, to the extent not satisfied by the foregoing, for so long as any the Notes are outstandingremain subject to this clause (b), the Issuers shall Issuer will furnish to Holders and to securities analysts thereof and prospective investorsinvestors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Issuer shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. .
(c) The Issuer will be deemed to have furnished the reports, annual information, documents and other reports referred to in clauses (a) and (b) above to the Trustee and the holders if any direct or indirect parent is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the XXXXX (or successor) filing system and such reports are publicly available.
(d) Delivery of such these reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding that (a) Whether or not the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Issuer will furnish to the Holders or cause the Trustee to furnish to the Holders or post on its website or file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s for public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,availability:
(1) within 90 days after the time end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Issuer were required to file such reports;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Issuer were required to be contained therein, or required in file such successor or comparable form;reports; and
(23) within as soon as practicable (and in any event no later than five days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, ) after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-KK if the Issuer were required to file such reports; provided, or however, that, if the last day of any successor or comparable form; in each casesuch period is not a Business Day, in a manner that complies such report will be due on the next succeeding Business Day. All such reports will be prepared in all material respects in accordance with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) all of the Exchange Act. In the event that (1) the rules and regulations of the SEC applicable to such reports, except that such reports (including Rule x) will not be required to include separate financial information that would be required by Rules 3-10 and 3-16 of Regulation S-XX and (y) permit will not be subject to the Issuers and the Parent (Trust Indenture Act. The Issuer or any other direct or indirect parent company of Finance LLC)the Issuer will maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to report at such parent entity’s level on a consolidated basis the annual and (2) either (i) such parent entity of Finance LLC quarterly financial information described above. If the website containing the financial reports is not engaged in available to the public, the Issuer or any business in any material respect other than incidental to its ownership, directly direct or indirectly indirect parent company of the Capital Stock Issuer will direct Holders, prospective investors and securities analysts on its publicly available website to contact the Issuer to obtain access to the non-public website.
(b) If any direct or indirect parent company of Finance LLC the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or (iiotherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such parent entity of Finance LLC provides reports need not include separate financial information required by Rules 3-10 and a Management’s Discussion 3-16 of Regulation S-X; provided that, if such direct or indirect parent company of the Issuer has more than de minimis operations separate and Analysis apart from its ownership in the Issuer, then the financial statements of Financial Condition the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent company and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to .
(c) To the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to Holders, securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03, and failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company provides all required reports to the Holders (including to the Trustee for delivery to the Holders) or files all required reports with the SEC. The Trustee shall have no responsibility to determine whether any reports have been filed by the Issuer or posted on the Issuer’s website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Catalent, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers EFIH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers EFIH shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which EFIH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers EFIH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event EFIH shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website Holders of the Notes, in each case within 15 days after the time they EFIH would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, EFIH shall, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of EFIH becomes a Guarantor of the Notes, EFIH may satisfy its obligations under this Section 4.03 with respect to financial information relating to EFIH by furnishing financial information relating to such reportsparent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to EFIH and documents its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding anything herein to the Trustee is for informational purposes only and the Trustee’s receipt of such contrary, EFIH shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance be deemed to have failed to comply with any of their covenants hereunder its obligations set forth under this Section 4.03 for purposes of clause (as 3) of Section 6.01(a) hereof until 60 days after the date any report is due pursuant to which the Trustee is entitled to rely exclusively on Officer’s Certificates)this Section 4.03.
Appears in 1 contract
Samples: Indenture (Energy Future Intermediate Holding CO LLC)
Reports and Other Information. Notwithstanding that (a) If, at any time, the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECAct, the Issuers Issuer shall file with the SEC SEC, subject to the following sentence, and provide the Trustee (and make to the extent not publicly available on the SEC’s XXXXX system (without exhibits), without cost, to or any successor system) or the Issuer’s website) (i) Holders of the Notesand, upon their written request, and (ii) the Trustee, within 15 days after it files such reports and information with the SECHolders, to the extent not publicly available on the SEC’s XXXXX system (or any successor system) or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether ) such filing or any annual and other filing described below has occurredreports as are specified in Sections 13 and 15(d) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings by the Issuer of such reports under such Sections and containing, in all material respects, the information and audit reports required for such reports. If, at any time, the Issuer is not subject to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations periodic reporting requirements of the Exchange Act for any reason, the Issuer shall provide the Trustee and make available to Holders, prospective investors, market makers affiliated with respect any Initial Purchaser and securities analysts the reports specified in the preceding sentence by posting such reports to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports its website or on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, IntraLinks or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8password-Kprotected online data system, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were a non-accelerated filer subject to Sections Section 13 or 15(d) of the Exchange Act. In Notwithstanding the event that foregoing, (1) none of the rules foregoing reports (A) shall be required to comply with Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and regulations 308 of Regulation S-K promulgated by the SEC, (B) shall be required to comply with Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC (including with respect to any non-GAAP financial measures contained therein), (C) shall be required to contain the separate financial information for the Issuer, Guarantors and non-guarantor subsidiaries contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-XX promulgated by the SEC, (D) permit the Issuers shall be required to present compensation or beneficial ownership information and the Parent (or any other direct or indirect parent company E) shall be required to contain information required by Item 601 of Finance LLC), to report at such parent entity’s level on a consolidated basis Regulation S-K and (2) either (i) if any parent of the Issuer becomes a guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of the parent, rather than those of the Issuer, so long as such filings would satisfy the SEC’s requirements; provided that such reports include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to and its ownershipconsolidated Subsidiaries, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business the Issuer and its Restricted Subsidiaries on the other hand.
(b) Notwithstanding anything in this Indenture to the contrary, then the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 120 days after the date any report under this Section 4.03 is due. To the extent any such information is not so filed or provided, as applicable, within the time periods specified in Section 4.03(a) and reports required by this covenant may such information is subsequently filed or provided, as applicable, the Issuer shall be those deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured at such parent company on a consolidated basis, rather than those time; provided that such cure shall not otherwise affect the rights of the Issuers. In addition, Holders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of accrued but unpaid and interest on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.
(c) At any time when the Issuer is not subject to the extent not satisfied by reporting requirements of Section 13 or 15(d) of the foregoingExchange Act, the Issuer shall, for so long as any Notes remain outstanding and are outstanding“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuers shall furnish to the Holders and to securities analysts and prospective investors, upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, therein including the Issuers’ Issuer’s compliance with any of their the covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate). The Trustee shall have no responsibility whatsoever to determine whether any filing or posting referred to in this Section 4.03 has occurred.
Appears in 1 contract
Samples: Indenture (Meredith Corp)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Issuer will file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,):
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information that would have been required to be contained therein, therein (or required in such successor or comparable form) if the Issuer were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form) containing the information that would have been required to be contained therein (or required in such successor or comparable form) if the Issuer were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form) that would have been required if the Issuer were subject to Section 13 or 15(d) of the Exchange Act; in each caseprovided, in a manner that complies in all material respects with the requirements specified in such form; provided however, that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Issuer will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required pursuant to clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC)the Issuer (each, a “Reporting Entity”) to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Issuer, or
(ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, consolidated reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Issuer and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to the Issuer, the Subsidiary Guarantors and the other material business Subsidiaries of the Issuer on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, the Issuer will make such information available to the extent not satisfied by the foregoingprospective investors upon request.
(c) The Issuer will make such information available to prospective investors upon request. The Issuer shall, for so long as any Notes are outstandingremain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3- 2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Issuer will be deemed to have furnished the reports and information referred to in this Section 4.02 to the Trustee and the holders if the Issuer has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied by the posting of the reports and information that would be required to be filed with the SEC pursuant to Section 4.02(a) on a website or on IntraLinks or any comparable online data system or website. The Trustee shall have no obligation to monitor whether the Issuer posts such reports, information and documents on the SEC’s XXXXX filing system or any such online data system or website.
(e) The Issuer will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors and securities analysts to discuss such financial information no later than ten Business Days after the distribution of such information required by clauses (i) or (ii) of Section 4.02(a) and, prior to the date of each such conference call, will announce the time and date of such conference call and either include all information necessary to access the call or inform holders of the Notes, prospective investors and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information (if applicable).
(f) The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated hereby. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (Talos Energy Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibitsunless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within 90 days after the time end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then in effect subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual report (which, if permitted under the applicable rules and regulations of the Exchange Act with respect to SEC, may be the filing annual report of a Holdings or another Parent of the Issuer) on Form 10-K by a nonor 20-accelerated filer, annual reports on Form 10-K, F (or any successor or comparable form, forms) containing the information required to be contained therein, therein (or required in such successor or comparable form;) and
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, reports voluntary filer or otherwise), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Issuer) on Form 10-Q containing all quarterly information that would be required to be contained in Form 10or 6-Q, K (or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLCforms), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and including a Management’s 's Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then or substantially similar section (whether or not required by such form).
(b) The Issuer shall make the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the IssuersSection 4.02
(a) available to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Ex- change Act, furnish to Holders and to securities analysts of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee’s receipt Holders if it or Holdings or another Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the EDGAR filing system and such reports are publicly available. In adxxxxxn, such requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) hereof.
(d) In the event that any Parent of the Issuer is or becomes a Guarantor or co-obligor of the Notes, the Issuer may satisfy its obligations under this Section with respect to financial information relating to the Issuer by furnishing financial information relating to such Parent; PROVIDED that, if required by Regulation S-X under the Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including change to the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Trustee.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Reports and Other Information. Notwithstanding that (a) Whether or not the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Issuer will furnish to the Holders or cause the Trustee to furnish to the Holders or post on its website or file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s for public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,availability:
(1) within 90 days after the time end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Issuer were required to file such reports;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Issuer were required to be contained therein, or required in file such successor or comparable form;reports; and
(23) within as soon as practicable (and in any event no later than five days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, ) after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-KK if the Issuer were required to file such reports; provided, or however, that, if the last day of any successor or comparable form; in each casesuch period is not a Business Day, in a manner that complies such report will be due on the next succeeding Business Day. All such reports will be prepared in all material respects in accordance with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) all of the Exchange Act. In the event that (1) the rules and regulations of the SEC applicable to such reports, except that such reports (including Rule x) will not be required to include separate financial information that would be required by Rules 3-10 and 3-16 of Regulation S-XX and (y) permit will not be subject to the Issuers and the Parent (Trust Indenture Act. The Issuer or any other direct or indirect parent company of Finance LLC)the Issuer will maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to report at such parent entity’s level on a consolidated basis the annual and (2) either (i) such parent entity of Finance LLC quarterly financial information described above. If the website containing the financial reports is not engaged in available to the public, the Issuer or any business in any material respect other than incidental to its ownership, directly direct or indirectly indirect parent company of the Capital Stock Issuer will direct Holders, prospective investors and securities analysts on its publicly available website to contact the Issuer to obtain access to the non-public website.
(b) If any direct or indirect parent company of Finance LLC the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or (iiotherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such parent entity of Finance LLC provides reports need not include separate financial information required by Rules 3-10 and a Management’s Discussion 3-16 of Regulation S-X; provided that, if such direct or indirect parent company of the Issuer has more than de minimis operations separate and Analysis apart from its ownership in the Issuer, then the financial statements of Financial Condition the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent company and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to .
(c) To the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, the Issuers shall it will furnish to Holders and to Holders, securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03, and failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company provides all required reports to the Holders (including to the Trustee for delivery to the Holders) or files all required reports with the SEC. The Trustee shall have no responsibility to determine whether any reports have been filed by the Issuer or posted on the Issuer’s website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Catalent, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers TCEH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers TCEH shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which TCEH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers TCEH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event TCEH shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website Holders of the Notes, in each case within 15 days after the time they TCEH would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, each of the Parent Guarantor and the Issuer shall, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(b) In the event that any direct or indirect parent company of TCEH is or becomes a Guarantor of the Notes (including the Parent Guarantor), TCEH may satisfy its obligations under this Section 4.03 with respect to financial information relating to TCEH by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to TCEH and its Restricted Subsidiaries on a standalone basis, on the other hand. Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and the Trustee’s receipt of such contrary, TCEH shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance be deemed to have failed to comply with any of their covenants its obligations hereunder (as for purposes of Section 6.01(3) hereof until 60 days after the date any report is due pursuant to which the Trustee is entitled to rely exclusively on Officer’s Certificates)this Section 4.03.
Appears in 1 contract
Samples: Indenture (Energy Future Intermediate Holding CO LLC)
Reports and Other Information. (a) Notwithstanding that the Issuers TCEH may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers TCEH shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which TCEH would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers TCEH shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event TCEH will make available such information to prospective purchasers of Notes, in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website Holders of the Notes, in each case within 15 days after the time they TCEH would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, each of the Parent Guarantor and the Issuer shall, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of TCEH is or becomes a Guarantor of the Notes (including the Parent Guarantor), TCEH may satisfy its obligations under this Section 4.03 with respect to financial information relating to TCEH by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to TCEH and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement described in the Registration Rights Agreement (1) by the filing with the SEC of the Exchange Registration Statement or Shelf Registration Statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time TCEH would be required to file such information with the SEC if it were a non-accelerated filer subject to Section 13 or 15(d) of the Exchange Act, containing the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial and other information and documents in the Offering Memorandum, to the Trustee is for informational purposes only and extent filed within the Trustee’s receipt of such times specified above. Notwithstanding anything herein to the contrary, TCEH shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance be deemed to have failed to comply with any of their covenants its obligations hereunder (as for purposes of Section 6.01(3) hereof until 60 days after the date any report is due pursuant to which the Trustee is entitled to rely exclusively on Officer’s Certificates)this Section 4.03.
Appears in 1 contract
Samples: Indenture (Texas Competitive Electric Holdings CO LLC)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file with the SEC and promptly provide to the Trustee (and make available (without exhibits)upon written request provide the holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Company would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case, within 15 days after the time they the Company would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee in such event, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Company has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), the Company to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Company, or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Company and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Company will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCompany shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the EXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or EXXXX or any website under the indenture, or participate in any conference calls.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (Wabash National Corp /De)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibitsunless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within 90 days after the time end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then in effect subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual report (which, if permitted under the applicable rules and regulations of the Exchange Act with respect to SEC, may be the filing annual report of a Holdings or another Parent of the Issuer) on Form 10-K by a nonor 20-accelerated filer, annual reports on Form 10-K, F (or any successor or comparable form, forms) containing the information required to be contained therein, therein (or required in such successor or comparable form;) and
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, reports voluntary filer or otherwise), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Issuer) on Form 10-Q containing all quarterly information that would be required to be contained in Form 10or 6-Q, K (or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLCforms), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and including a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then or substantially similar section (whether or not required by such form).
(b) The Issuer shall make the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the IssuersSection 4.02
(a) available to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to securities analysts of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Trustee’s receipt Holders if it or Holdings or another Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available.
(d) In the event that any Parent of the Issuer is or becomes a Guarantor or co-obligor of the Notes, the Issuer may satisfy its obligations under this Section with respect to financial information relating to the Issuer by furnishing financial information relating to such Parent; provided that, if required by Regulation S-X under the Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including change to the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Trustee.
Appears in 1 contract
Samples: Indenture (Intelsat LTD)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file with the SEC and promptly provide to the Trustee (and make available (without exhibits)upon written request provide the holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Company would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case, within 15 days after the time they the Company would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee in such event, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its web site or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Company has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), the Company to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Company, or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Company and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Company will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCompany shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the XXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or any website under the indenture, or participate in any conference calls.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (WABASH NATIONAL Corp)
Reports and Other Information. Notwithstanding that (a) For so long as any Securities are outstanding, the Issuers may not be subject Company shall deliver to the reporting requirements Trustee a copy of Section 13 or 15(d) all of the Exchange Act or otherwise report on an annual information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to below (within the time periods specified in the SEC’s rules and regulations promulgated by that would apply if the SEC, the Issuers shall Company were required to file with the SEC as a “non-accelerated filer”; provided that if the Reporting Entity (as defined below) is filing such information and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to within the extent not publicly available on time periods specified in the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether SEC rules and regulations for such filing or any other filing described below has occurred) from and after the Issue Date,Reporting Entity):
(1) within the time period then in effect under the rules and regulations annual reports of the Exchange Act with respect Reporting Entity (as defined below) for such fiscal year containing the information that would have been required to the filing of a be contained in an annual report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, containing except to the information required extent permitted to be contained therein, or required in such successor or comparable formexcluded by the SEC;
(2) within the time period then in effect under the rules and regulations quarterly reports of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, Reporting Entity for each of the first three fiscal quarters of each fiscal year, reports year thereafter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3) current reports of the Reporting Entity containing substantially all quarterly of the information that would be required to be contained filed in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports current report on Form 8-KK under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01(a) and (b) (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act. In addition to providing such information to the Trustee, the Company shall make available to the Holders, prospective investors, bona fide market makers and securities analysts the information required to be provided pursuant to the foregoing clauses (1), (2) and (3), by posting such information to its website (or the website of any of the Company’s parent companies, including the Reporting Entity) or on IntraLinks or any successor comparable online data system or comparable form; in each casewebsite. Notwithstanding the foregoing, in a manner (A) neither the Company nor any Reporting Entity that complies in all material respects with the requirements specified in such form; provided that the Issuers shall is not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event Act will be required to deliver any information, certificates or reports that would otherwise be required by (1i) the rules and regulations Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of 0000-0000-0000 Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein and (including B) such reports will not be required to contain audited or unaudited condensed consolidating financial information in the notes to the audited or unaudited financial statements required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X) permit the Issuers and the Parent X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any other direct successor or indirect parent company comparable forms) or related rules under Regulation S-K; provided that for the avoidance of Finance LLC)doubt if the Reporting Entity is not the Company, such Reporting Entity will continue to report at such parent entity’s level on a consolidated basis and be required to deliver the information described in clause (2) of Section 4.12(b) in either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations” section or other such non-financial statement section of such report or as otherwise permitted pursuant to clause (b) below.
(b) The financial statements, information and other documents required to be provided as described in this Section 4.12 may be those of (i) the Restricted Subsidiaries Company or (ii) any direct or indirect parent of the Company (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of its equity interests in, and its management of, the Company or (2) if otherwise, the financial information so delivered shall be accompanied by (which may be included in a separate supplement that is not filed with the SEC so long as such supplement is made publicly available on the Company or the REIT’s website) a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand, then with such reasonably detailed description including: (x) condensed consolidating financial information for the information REIT, on an unconsolidated basis, the Operating Partnership, on an unconsolidated basis, the New Bank Claim Borrower and reports required by this covenant may be those of such parent company its Subsidiaries on a consolidated basis, rather than those the Company and its Subsidiaries on a consolidated basis, intercompany eliminations and consolidation entries and the REIT and its subsidiaries on a consolidated basis, (y) the portfolio level financial information by property category (including by malls, other and total) as contained on slide 31 of Exhibit 99.2 (Presentation to the Issuers. In additionAd Hoc Group dated July 2020) to the Current Report on Form 8-K filed by the REIT and the Operating Partnership with the SEC on August 19, 2020 and (z) the occupancy rate and sales per square foot operating statistics by the same property categories used in the preceding clause (y); provided, that in case of clause (x), no such information shall be required to be provided for any periods ending prior to the Issue Date and in the case of clauses (y) and (z), such information shall be provided initially for the years ended January 1, 2019, 2020 and 2021 (in each case, to the extent not satisfied by available) and thereafter for the foregoingsame interim financial statement periods and annual financial statement periods included in the applicable quarterly or annual report required to be provided pursuant to Section 4.12(a).
(c) The Company will make such information available electronically to prospective investors upon request. The Company shall, for so long as any Notes are outstandingSecurities remain outstanding during any period when it is not or any Reporting Entity is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Company or another Reporting Entity has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.12 shall be deemed satisfied and the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Trustee, Holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity). Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Company posts such reports, information and documents on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity) or the SEC’s XXXXX service, or collect any such information from the Company’s (or any of the Company’s parent companies’) website or the SEC’s XXXXX service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.12 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuersCompany’s, any Subsidiary Guarantors’ or any other Person’s compliance with any of their its covenants hereunder under this Indenture or the Securities (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.
Appears in 1 contract
Samples: Indenture
Reports and Other Information. Notwithstanding that (a) Whether or not the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Issuer will furnish to the Holders or post on its website or file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s for public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,availability:
(1) within 90 days after the time end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Issuer were required to file such reports;
(2) beginning with the fiscal quarter ending June 30, 2024, within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Issuer were required to be contained therein, or required in file such successor or comparable form;reports; and
(23) within as soon as practicable (and in any event no later than five days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, ) after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-KK if the Issuer were required to file such reports; provided, or however, that, if the last day of any successor or comparable form; in each casesuch period is not a Business Day, in a manner that complies such report will be due on the next succeeding Business Day. All such reports will be prepared in all material respects in accordance with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) all of the Exchange Act. In the event that (1) the rules and regulations of the SEC applicable to such reports. For the avoidance of doubt, such reports (including Rule x) will not be required to include separate financial information that would be required by Rules 3-10 and 3-16 of Regulation S-XX and (y) permit will not be subject to the Issuers and the Parent (Trust Indenture Act. The Issuer or any other direct or indirect parent company of Finance LLCthe Issuer will maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to the annual and quarterly financial information described above (and if applicable, the quarterly information described in Section 4.03(b), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC ). If the website containing the financial reports is not engaged in available to the public, the Issuer or any business in any material respect other than incidental to its ownership, directly direct or indirectly indirect parent company of the Capital Stock Issuer will direct Holders, prospective investors and securities analysts on its publicly available website to contact the Issuer to obtain access to the non-public website.
(b) [Reserved].
(c) If any direct or indirect parent company of Finance LLC the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or (iiotherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such parent entity of Finance LLC provides reports need not include separate financial information required by Rules 3-10 and a Management’s Discussion 3-16 of Regulation S-X; provided that, if such direct or indirect parent company of the Issuer has more than de minimis operations separate and Analysis apart from its ownership in the Issuer, then the financial statements of Financial Condition the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent company and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to .
(d) To the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to Trustee, securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct (which may be satisfied by posting materials to the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) system).
(e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03, and failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company provides all required reports to the Holders (including to the Trustee for delivery to the Holders) or files all required reports with the SEC. The Trustee shall have no responsibility to determine whether any report has been filed by the Issuer or posted on the Issuer’s website. Delivery of such reports, information information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Organon & Co.)
Reports and Other Information. Notwithstanding that the Issuers Uniti may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Uniti shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an IssuerUniti’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3iii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Uniti shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Uniti shall post such reports on the ParentUniti’s or an another Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. ; provided, further, that Uniti shall not be obligated to include in such reports the separate financial statements required by Rule 3-10 or 3-16 of Regulation S-X. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC)Uniti becomes a Guarantor of the Notes, Uniti shall have satisfied its obligations under this Section 4.03 with respect to report at financial information relating to Uniti by furnishing financial information relating to such parent entity’s level company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Uniti and its Subsidiaries on a consolidated basis standalone basis, on the other hand. If Uniti has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and (2) annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly on the face of the Capital Stock of Finance LLC financial statements or (ii) such parent entity of Finance LLC provides separate financial information in the footnotes thereto, and a in “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations,” of the financial condition and the results of operations of Uniti and its Restricted Subsidiaries on separate from the one hand, financial condition and for any other material business on the other hand, then the information and reports required by this covenant may be those results of such parent company on a consolidated basis, rather than those operations of the IssuersUniti’s Unrestricted Subsidiaries. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers outstanding Uniti shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Uniti Group Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer or Holdings may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and or quarterly basis on forms provided for such annual and or quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Notes are outstanding under this Indenture, Holdings or the Issuers shall file with the SEC (and make available (without exhibits), without cost, Issuer will furnish to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,:
(1) within 120 days after the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters end of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations year of the Exchange Act with respect to the filing of a Form 8-K, Holdings ending after the occurrence of an event required to be therein reportedIssue Date (or if such day is not a Business Day, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLCnext succeeding Business Day), to the financial statements of Holdings for such year prepared in accordance with GAAP, together with a report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipthereon by Holdings’ independent auditors, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations Operations” with respect to such financial statements substantially in the form which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) or any successor or comparable form filed with the SEC by Holdings (if Holdings were required to prepare and file such form) but subject to exceptions consistent with the presentation of information in the Offering Memorandum;
(2) within 60 days after the end of each of the first three fiscal quarters in each fiscal year of Holdings (or if such day is not a Business Day, on the next succeeding Business Day), beginning with the first such fiscal quarter ending after the Issue Date, the financial statements of Holdings for Finance LLC such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially in the form which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) or any successor or comparable form filed with the SEC by Holdings (if Holdings were required to prepare and file such form) but subject to exceptions consistent with the presentation of information in the Offering Memorandum; and
(3) promptly after the occurrence of any event that would be required to be reported on a Current Report on Form 8-K (as in effect on the Issue Date) or any successor or comparable form (if Holdings were required to prepare and file such form), information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) or any successor or comparable form (if Holdings were required to prepare and file such form) with respect to such event, but subject to exceptions consistent with the presentation of information in the Offering Memorandum; provided that the foregoing shall not obligate Holdings to make available (i) any information regarding the occurrence of such event if Holdings determines in its reasonable determination that such event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of Holdings and its Restricted Subsidiaries taken as a whole, (ii) an exhibit or a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between Holdings or any of its Subsidiaries and any director, manager or executive officer of Holdings or any of its Subsidiaries, (iii) copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K (as in effect on the one handIssue Date or any successor or comparable form) or (iv) any trade secrets, privileged or confidential information obtained from another Person and for any other material business on competitively sensitive information. Holdings or the other hand, then Issuer may satisfy the obligation to deliver the information and reports required referred to in clauses (1), (2) and (3) above by this covenant may be those of such parent company on a consolidated basis, rather than those of filing the Issuerssame with the SEC. In addition, to the extent not satisfied by the foregoing, for so long as any the Notes are outstandingremain outstanding under this Indenture, the Issuers Holdings shall furnish to Holders and to securities analysts thereof and prospective investorsinvestors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under (as in effect on the Issue Date) of the Securities Act.
(b) Notwithstanding the foregoing, Holdings shall not be required to provide (i) segment reporting and disclosure (including any required by FASB Accounting Standards Codification Topic 280), (ii) separate financial statements or other information contemplated by Rules 3-03(e), 3-05, 3-09, 3-10, 3-16 or 4-08 of Regulation S-X (or any successor provisions) or any schedules required by Regulation S-X, (iii) information required by Regulation G under the Exchange Act or Item 10, Item 302, Item 402 or Item 601 of Regulation S-K (or any successor provision), (iv) XBRL exhibits, (v) earnings per share information, (vi) information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, and (vii) other information customarily excluded from an offering memorandum, including any information that is not otherwise of the type and form currently included in the Offering Memorandum relating to the Notes. In addition, notwithstanding the foregoing, Holdings will not be required to (i) comply with Sections 302, 906 and 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K (or any successor provision).
(c) Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the information and the Trustee’s receipt of such information and documents pursuant to this Section 4.03 shall not constitute actual or constructive notice of any information contained therein therein, or determinable from information contained therein, therein including Holdings’ or the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate). The Trustee shall have no duty to review or analyze reports delivered to it.
(d) To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in Section 4.03(a) and such information is subsequently filed or furnished, as applicable, Holdings will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Section 6.01 hereof if Holders of at least 30.0% in principal amount of the outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.
(e) Holdings may satisfy its obligations this Section 4.03 with respect to financial information relating to Holdings by furnishing financial information relating to a Parent Entity; provided that to the extent such information relates to such Parent Entity, if and for so long as such Parent Entity will have Independent Assets or Operations, the same is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences between the information relating to such Parent Entity and its Independent Assets or Operations, on the one hand, and the information relating to Holdings and its consolidated Restricted Subsidiaries on a standalone basis, on the other hand.
(f) If Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, individually or collectively, would constitute a Significant Subsidiary of Holdings, then the annual and quarterly information required by Sections 4.03(a)(1) and (2) will include a presentation of selected financial metrics (in Holdings’ sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(g) Notwithstanding anything herein to the contrary, Holdings or the Issuer shall not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(a)(3) until 180 days after the date any report under this Section 4.03 is due.
(h) Only after (and for so long as) Holdings ceases to be owned by a publicly listed company, Holdings or the Issuer shall use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of Holdings and/or any Parent Entity) to discuss results of operations of Holdings and its Subsidiaries for the fiscal quarter or fiscal year, as applicable, for which financial statements have been provided.
Appears in 1 contract
Samples: Indenture (Cushman & Wakefield PLC)
Reports and Other Information. Notwithstanding that (a) So long as any Notes are outstanding and whether or not the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECAct, the Issuers Issuer shall furnish to the Holders, or file with the SEC for public availability through the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (and make available or any successor system) (without exhibits), without cost, “XXXXX”) no later than 15 days after the dates specified below (or no later than 15 days after the date on which the Form 10-Q is due after taking into account the transition period applicable to the first Form 10-Q following the Spin-Off Effective Date):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 90 days after it files such reports and information with the SECend of each fiscal year (or, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act solely with respect to the filing of a fiscal year ending December 31, 2021, 120 days), an annual report as would be required to be filed with the SEC on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing if the information Issuer were required to be contained therein, or required in file such successor or comparable formreports;
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports a quarterly report as would be required to be filed with the SEC on Form 10-Q containing all quarterly information that would be if the Issuer were required to be contained in Form 10-Q, or any successor or comparable formfile such reports; and
(3iii) within 5 days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Current Report on Form 8-K, K after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC K if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been Issuer were required to file such information with reports.
(b) If the SECIssuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if they were subject to taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly reports required by Sections 13 or 15(d3.2(a)(i) and 3.2(a)(ii) above shall include a presentation of selected financial metrics (in the Issuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and Operations” or other comparable section.
(c) If the Restricted Subsidiaries on Issuer does not file reports containing such information with the one handSEC, and for any other material business on the other hand, then Issuer shall make available the information and reports required by Rule 144A(d)(4) under the Securities Act and such reports to the Trustee under this covenant Indenture, to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information on its website or an online data system and shall make such information readily available to any Holder or any bona fide prospective investor in the Notes (which prospective investors will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Issuer); provided that the Issuer may be those of require that any such parent company person that accesses such information agree to treat such information as confidential or access such information on a consolidated basispassword-protected online data system that requires a confidentiality acknowledgment; provided, rather than those of further, that the Issuers. Issuer shall post such information thereon and make readily available any password or other login information to any Holder, beneficial owner, prospective holder, securities analyst or market maker.
(d) In addition, to the extent not satisfied by any of the foregoing, for so long as any Notes are outstanding, the Issuers Issuer shall furnish to Holders and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. .
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 3.2 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively certificates). The Trustee shall not be obligated to monitor or confirm, on Officera continuing basis or otherwise, the Issuer’s Certificates)compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or any website under this Indenture, or participate in any conference calls.
Appears in 1 contract
Samples: Indenture (Sylvamo Corp)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date, the Issuer shall file with the SEC no later than 15 days after the periods set forth below,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for ) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Issuer shall post make available such reports on information to prospective purchasers of Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders of the Notes, in each case within 15 5 days after the time they the Issuer would have been required to file such information with the SEC as required pursuant to this Section 4.03(a). To the extent any such information is not furnished within the time periods specified above in this Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Notes have declared the principal, premium, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules any, interest and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or indirect parent company of Finance LLC), cancelled prior to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuerscure. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery .
(b) For so long as Holdings or any other direct or indirect parent company of such reportsthe Issuer is a Guarantor of the Notes, the Issuer may satisfy its obligations in this Section 4.03 with respect to financial information and documents relating to the Trustee Issuer by furnishing financial information relating to such parent; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trustee’s receipt information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) In connection with the filings with the SEC required pursuant to clauses (a)(1) and (2) above, in connection therewith, the Issuer shall provide notice of, and host, a conference call open to the public to discuss the results for the applicable period.
(d) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement in accordance with the terms of the Registration Rights Agreement, and any amendments thereto, with such shall not constitute constructive notice financial information that satisfies Regulation S-X of any information contained therein or determinable from information contained therein, including the Issuers’ compliance Securities Act.
(e) Reports filed by the Issuer with any of their covenants hereunder (as the SEC via the XXXXX system will be deemed to which be filed with the Trustee is entitled as of the time such reports are filed via XXXXX (it being understood that the Trustee shall have no responsibility to rely exclusively on Officer’s Certificatesdetermine if such filings have been made).
Appears in 1 contract
Reports and Other Information. Notwithstanding that (a) For so long as any Securities are outstanding, the Issuers may not be subject Company shall deliver to the reporting requirements Trustee a copy of Section 13 or 15(d) all of the Exchange Act or otherwise report on an annual information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to below (within the time periods specified in the SEC’s rules and regulations promulgated by that would apply if the SEC, the Issuers shall Company were required to file with the SEC as a “non-accelerated filer”; provided that if the Reporting Entity (as defined below) is filing such information and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to within the extent not publicly available on time periods specified in the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether SEC rules and regulations for such filing or any other filing described below has occurred) from and after the Issue Date,Reporting Entity):
(1) within the time period then in effect under the rules and regulations annual reports of the Exchange Act with respect Reporting Entity (as defined below) for such fiscal year containing the information that would have been required to the filing of a be contained in an annual report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, containing except to the information required extent permitted to be contained therein, or required in such successor or comparable formexcluded by the SEC;
(2) within the time period then in effect under the rules and regulations quarterly reports of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, Reporting Entity for each of the first three fiscal quarters of each fiscal year, reports year thereafter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3) current reports of the Reporting Entity containing substantially all quarterly of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01(a) and (b) (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act. In addition to providing such information to the Trustee, the Company shall make available to the Holders, prospective investors, bona fide market makers and securities analysts the information required to be provided pursuant to the foregoing clauses (1), (2) and (3), by posting such information to its website (or the website of any of the Company’s parent companies, including the Reporting Entity) or on IntraLinks or any comparable online data system or website. Notwithstanding the foregoing, (A) neither the Company nor any Reporting Entity that is not subject to Section 13 or 15(d) of the Exchange Act will be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained in therein and (B) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-QK, Form 10-Q or Form 8-K (or any successor or comparable form; and
(3forms) within the time period then in effect or related rules under the rules and regulations of the Exchange Act with respect Regulation S-K [solely to the filing of a Form 8-K, after the occurrence of an event extent such information is not otherwise required to be therein reporteddelivered pursuant to Section 4.12(b)].
(b) The financial statements, information and other documents required to be provided as described in this Section 4.12 may be those of (i) the Company or (ii) any direct or indirect parent of the Company (any such other reports on Form 8-Kentity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or any successor commit to conduct, transact or comparable form; in each caseotherwise engage, in any business or operations other than its direct or indirect ownership of all of its equity interests in, and its management of, the Company or (2) if otherwise, the financial information so delivered shall be accompanied by a manner that complies in all material respects with reasonably detailed description of the requirements specified in quantitative differences between the information relating to such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filingparent, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after one hand, and the time they would have been required information relating to file the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) The Company will make such information with the SECavailable electronically to prospective investors upon request. The Company shall, if they were for so long as any Securities remain outstanding during any period when it is not or any Reporting Entity is not subject to Sections Section 13 or 15(d) of the Exchange Act. In , or otherwise permitted to furnish the event that (1SEC with certain information pursuant to Rule 12g3-2(b) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC)Exchange Act, to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, furnish to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Company or another Reporting Entity has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.12 shall be deemed satisfied and the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Trustee, Holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity). Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Company posts such reports, information and documents on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity) or the SEC’s XXXXX service, or collect any such information from the Company’s (or any of the Company’s parent companies’) website or the SEC’s XXXXX service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.12 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuersCompany’s, any Subsidiary Guarantors’ or any other Person’s compliance with any of their its covenants hereunder under this Indenture or the Securities (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file with the SEC (and make available (without exhibits)upon written request provide the Trustee and holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Company would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case, within 15 days after the time they the Company would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Company has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), the Company to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Company, or
(ii) such any direct or indirect parent entity of Finance LLC provides separate the Company is or becomes a Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Company and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Company will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCompany shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the EXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates), and the Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report.
Appears in 1 contract
Samples: Indenture (XPO Logistics, Inc.)
Reports and Other Information. Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Company shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an IssuerCompany’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or posting or any other filing or posting described below has occurred) from and after the Issue Date,
(1i) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3iii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Company shall post such reports on the Parent’s or an IssuerCompany’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. ; provided, further, that the Company shall not be obligated to include in such reports the separate financial statements required by Rule 3-10 or 3-16 of Regulation S-X. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC)the Company becomes a Guarantor of the Notes, the Company shall have satisfied its obligations under this Section 4.03 by furnishing information relating to report at such parent entity’s level company; provided that, in the case of financial information, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a consolidated basis standalone basis, on the other hand. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and (2) annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly on the face of the Capital Stock of Finance LLC financial statements or (ii) such parent entity of Finance LLC provides separate financial information in the footnotes thereto, and a in “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries on separate from the one hand, financial condition and for any other material business on the other hand, then the information and reports required by this covenant may be those results of such parent company on a consolidated basis, rather than those operations of the IssuersCompany’s Unrestricted Subsidiaries. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, outstanding the Issuers Company shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Uniti Group Inc.)
Reports and Other Information. So long as the Securities are outstanding, the Issuer will deliver to the Trustee and the Holders within 15 days after the filing of the same with the SEC, copies of the quarterly, annual and current reports and of the other information, documents and reports, if any, which the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SEC, Securities are outstanding the Issuers shall Issuer will file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent permitted, and if such reports are not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required permitted to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information filed with the SEC, if they were subject provide the Trustee, to be provided to the holders of the Securities, with such quarterly, annual and current reports and of the other information, documents and reports specified in Sections 13 or and 15(d) of the Exchange Act. In addition, the event that (1) Issuer will make such information available to the rules and regulations holders of the SEC (including Rule 3-10 of Regulation S-X) permit Securities upon reasonable request. Furthermore, the Issuers Issuer will hold a quarterly conference call for the holders and the Parent (securities analysts to discuss its quarterly or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate annual financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those no later than ten Business Days after distribution of such parent company on financial information; provided, however, that if Parent or the Issuer is holding a consolidated basis, rather than those of the Issuers. In addition, conference call open to the extent not satisfied by public to discuss the foregoingmost recent quarterly or annual financial information, this requirement will be deemed satisfied. The Issuer shall, for so long as any Notes are outstanding, Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Issuers shall Exchange Act furnish to the Holders of the Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EDGAR fixxxx system and such reports are publicly available. Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements pursuant to this Section 4.02 for purposes of 46 US\DESMOLI\8895151.9 Section 6.01(d) until 30 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to Holders or the Trustee) pursuant to this Section 4.02. In the event that the rules and regulations of the SEC permit the Issuer or any direct or indirect parent of the Issuer, including the Parent, to report at such parent entity’s level on a consolidated basis, the Issuer may satisfy its obligations under this Section 4.02 by furnishing financial information and reports relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand. Delivery of such reports, information and documents to the Trustee under this Indenture, including pursuant to this Section 4.02, is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer's compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on Officer’s 's Certificates).. The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuers Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and Parent will make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on its website or furnish to the Trustee within the time periods specified in the SEC’s XXXXX system rules and regulations that are then applicable to Parent (or if Parent is not then subject to the Parent’s or reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether “accelerated filer” as defined in such filing or any other filing described below has occurred) from rules and after the Issue Date,regulations):
(1) within the time period then all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by Xxxxxx’s independent registered public accounting firm;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; , if Parent were required to file such reports, in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that .
(b) Parent will be deemed to have furnished to the Issuers shall not be so obligated Trustee the reports and information referred to file above in this covenant if the Parent has posted such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports or information on the Parent’s its website or an Issuer’s public website within 15 days after the time they would have been required to file such information filed them with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall will furnish to Holders and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The requirements set forth in this paragraph and the preceding paragraph may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Issuers or a third party) to which access will be given to Holders and prospective purchasers of the Notes.
(c) If Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, and any such Unrestricted Subsidiary is or, taken together with all other Unrestricted Subsidiaries as a whole, would be a Significant Subsidiary, then, to the extent material, the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent.
(d) If at any time the Parent is not subject to the periodic reporting obligations under Sections 13 or 15(d) under the Exchange Act, Parent will use its commercially reasonable efforts to schedule and participate in quarterly conference calls for the Holders and beneficial owners of the Notes (which can be the same as the conference calls held for equity holders of the Parent) to discuss its results of operations.
(e) To the extent any information is not provided as specified in this Section 4.03 and such information is subsequently provided in accordance with this Indenture, Parent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s its receipt of such reports, information and documents shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s, any Guarantor’s or any other Person’s compliance with any of their its covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(g) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or to determine whether any such reports, information or other documents are posted on a website or filed with the SEC under this Indenture, or to participate in any conference calls.
Appears in 1 contract
Reports and Other Information. Notwithstanding that (a) For so long as any Securities are outstanding, the Issuers may not be subject Company shall deliver to the reporting requirements Trustee a copy of Section 13 or 15(d) all of the Exchange Act or otherwise report on an annual information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to below (within the time periods specified in the SEC’s rules and regulations promulgated by that would apply if the SEC, the Issuers shall Company were required to file with the SEC as a “non-accelerated filer”; provided that if the Reporting Entity (as defined below) is filing such information and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to within the extent not publicly available on time periods specified in the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether SEC rules and regulations for such filing or any other filing described below has occurred) from and after the Issue Date,Reporting Entity):
(1) within the time period then in effect under the rules and regulations annual reports of the Exchange Act with respect Reporting Entity (as defined below) for such fiscal year containing the information that would have been required to the filing of a be contained in an annual report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, containing except to the information required extent permitted to be contained therein, or required in such successor or comparable formexcluded by the SEC;
(2) within the time period then in effect under the rules and regulations quarterly reports of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, Reporting Entity for each of the first three fiscal quarters of each fiscal year, reports year thereafter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3) current reports of the Reporting Entity containing substantially all quarterly of the information that would be required to be contained filed in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports current report on Form 8-KK under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01(a) and (b) (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act. In addition to providing such information to the Trustee, the Company shall make available to the Holders, prospective investors, bona fide market makers and securities analysts the information required to be provided pursuant to the foregoing clauses (1), (2) and (3), by posting such information to its website (or the website of any of the Company’s parent companies, including the Reporting Entity) or on IntraLinks or any successor comparable online data system or comparable form; in each casewebsite. Notwithstanding the foregoing, in a manner (A) neither the Company nor any Reporting Entity that complies in all material respects with the requirements specified in such form; provided that the Issuers shall is not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event Act will be required to deliver any information, certificates or reports that would otherwise be required by (1i) the rules and regulations Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of 0000-0000-0000 Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein and (including B) such reports will not be required to contain audited or unaudited condensed consolidating financial information in the notes to the audited or unaudited financial statements required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X) permit the Issuers and the Parent X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any other direct successor or indirect parent company comparable forms) or related rules under Regulation S-K; provided that for the avoidance of Finance LLC)doubt if the Reporting Entity is not the Company, such Reporting Entity will continue to report at such parent entity’s level on a consolidated basis and be required to deliver the information described in clause (2) of Section 4.12(b) in either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations” section or other such non-financial statement section of such report or as otherwise permitted pursuant to clause (b) below.
(b) The financial statements, information and other documents required to be provided as described in this Section 4.12 may be those of (i) the Restricted Subsidiaries Company or (ii) any direct or indirect parent of the Company (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of its equity interests in, and its management of, the Company or (2) if otherwise, the financial information so delivered shall be accompanied by (which may be included in a separate supplement that is not filed with the SEC so long as such supplement is made publicly available on the Company or the REIT’s website) a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand, then with such reasonably detailed description including: (x) condensed consolidating financial information for the information REIT, on an unconsolidated basis, the Operating Partnership, on an unconsolidated basis, the New Bank Claim Borrower and reports required by this covenant may be those of such parent company its Subsidiaries on a consolidated basis, rather than those the Company and its Subsidiaries on a consolidated basis, intercompany eliminations and consolidation entries and the REIT and its subsidiaries on a consolidated basis, (y) the portfolio level financial information by property category (including by malls, other and total) as contained on slide 31 of Exhibit 99.2 (Presentation to the Issuers. In additionAd Hoc Group dated July 2020) to the Current Report on Form 8-K filed by the REIT and the Operating Partnership with the SEC on August 19, 2020 and (z) the occupancy rate and sales per square foot operating statistics by the same property categories used in the preceding clause (y); provided, that in case of clause (x), no such information shall be required to be provided for any periods ending prior to the Issue Date and in the case of clauses (y) and (z), such information shall be provided initially for the years ended January 1, 2019, 2020 and 2021 (in each case, to the extent not satisfied by available) and thereafter for the foregoingsame interim financial statement periods and annual financial statement periods included in the applicable quarterly or annual report required to be provided pursuant to Section 4.12(a).
(c) The Company will make such information available electronically to prospective investors upon request. The Company shall, for so long as any Notes are outstandingSecurities remain outstanding during any period when it is not or any Reporting Entity is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 0000-0000-0000
(d) Notwithstanding the foregoing, the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Company or another Reporting Entity has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.12 shall be deemed satisfied and the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Trustee, Holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity). Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Company posts such reports, information and documents on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity) or the SEC’s XXXXX service, or collect any such information from the Company’s (or any of the Company’s parent companies’) website or the SEC’s XXXXX service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.12 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuersCompany’s, any Subsidiary Guarantors’ or any other Person’s compliance with any of their its covenants hereunder under this Indenture or the Securities (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with deliver to the SEC (Trustee and make available (without exhibits)the registered Holders, without costcost to any Holder, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) , within the time period then periods specified in effect under the SEC’s rules and regulations as if the Issuer had a class of securities registered pursuant to Section 13 or 15(d) of the Exchange Act Act::
(i) all quarterly and annual financial reports on Forms 10-Q and 10-K, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and with respect to the filing of annual information only, a Form 10-K report on the annual financial statements by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable formIssuer’s certified independent accountants; and
(3ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event all current reports required to be therein reported, such other reports filed with the Commission on Form 8-KK. To the extent any such reports are filed on the SEC’s EXXXX system and are publicly available, or any successor or comparable form; such reports shall be deemed to be delivered to the Holders of the 5.625% Notes. in each case, case in a manner that complies in all material respects with the requirements specified in such form; provided that .
(b) If the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been Issuer is no longer required to file such information reports with the SEC, all such annual reports shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All such current reports shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act.
(c) If the Issuer has Designated any of its Subsidiaries as an Unrestricted Subsidiary and if they were subject to Sections 13 any such Unrestricted Subsidiary or 15(dgroup of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required by clause (1) of the Exchange Act. In first paragraph of this covenant shall include a reasonably detailed presentation, either on the event that (1) the rules and regulations face of the SEC financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries of the Issuer.
(including Rule 3-10 of Regulation S-Xd) permit the Issuers The Issuer and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, Guarantors shall make available to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the 5.625% Notes are not freely transferable under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: First Supplemental Indenture (ExamWorks Group, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibitsunless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1i) within 90 days after the time end of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then in effect subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), an annual report (which, if permitted under the applicable rules and regulations of the Exchange Act with respect to SEC, may be the filing annual report of a Holdings or another Parent of the Issuer) on Form 10-K by a nonor 20-accelerated filer, annual reports on Form 10-K, F (or any successor or comparable form, forms) containing the information required to be contained therein, therein (or required in such successor or comparable form;) and
(2ii) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, reports voluntary filer or otherwise), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Holdings or another Parent of the Issuer) on Form 10-Q containing all quarterly information that would be required to be contained in Form 10or 6-Q, K (or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLCforms), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and including a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then or substantially similar section (whether or not required by such form).
(b) The Issuer shall make the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the IssuersSection 4.02(a) available to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(c) Notwithstanding the foregoing Sections 4.02(a) and (b), information the Issuer will be deemed to have furnished the reports required by Sections 4.02(a) and documents (b) to the Trustee is for informational purposes only and the Holders if it or Holdings or another Parent of the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available or if it has posted such information on a secure internet portal (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee’s receipt ).
(d) The Issuer may satisfy its obligations under this Section 4.02 with respect to all reports and financial information relating to the Issuer and its Subsidiaries by furnishing reports and financial information relating to any Parent; provided that, if required by Regulation S-X under the Securities Act, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and any of its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand. No report furnished pursuant to the Indenture shall be required to include information or certifications called for by Items 10(e), 307, 308, 402, 405, 406, 407 and 601 of Regulation S-K or Rules 3-05, 3-10 and 3-16 of Regulation S-X. Any default resulting from a failure to comply with this covenant shall automatically be deemed cured by the filing or making available of a report meeting the requirements of this covenant.
(e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including change to the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Trustee.
Appears in 1 contract
Samples: Indenture (Intelsat S.A.)
Reports and Other Information. Notwithstanding that (a) Whether or not the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Issuer will furnish to the Holders or cause the Trustee to furnish to the Holders or post on its website or file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s for public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,availability:
(1) within 90 days after the time end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Issuer were required to file such reports;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Issuer were required to be contained therein, or required in file such successor or comparable form;reports; and
(23) within as soon as practicable (and in any event no later than five days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, ) after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-KK if the Issuer were required to file such reports; provided, or however, that, if the last day of any successor or comparable form; in each casesuch period is not a Business Day, in a manner that complies such report will be due on the next succeeding Business Day. All such reports will be prepared in all material respects in accordance with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) all of the Exchange Act. In the event that (1) the rules and regulations of the SEC applicable to such reports, except that such reports (including Rule x) will not be required to include separate financial information that would be required by Rules 3-10 and 3-16 of Regulation S-XX and (y) permit will not be subject to the Issuers and the Parent (Trust Indenture Act. The Issuer or any other direct or indirect parent company of Finance LLC)the Issuer will maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to report at such parent entity’s level on a consolidated basis the annual and (2) either (i) such parent entity of Finance LLC quarterly financial information described above. If the website containing the financial reports is not engaged in available to the public, the Issuer or any business in any material respect other than incidental to its ownership, directly direct or indirectly indirect parent company of the Capital Stock Issuer will direct Holders, prospective investors and securities analysts on its publicly available website to contact the Issuer to obtain access to the non-public website.
(b) If any direct or indirect parent company of Finance LLC the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or (iiotherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such parent entity of Finance LLC provides reports need not include separate financial information required by Rules 3-10 and a Management’s Discussion 3-16 of Regulation S-X; provided that, if such direct or indirect parent company of the Issuer has more than de minimis operations separate and Analysis apart from its ownership in the Issuer, then the financial statements of Financial Condition the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent company and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to .
(c) To the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to Holders, securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03, and failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company provides all required reports to the Holders (including to the Trustee for delivery to the Holders) or files all required reports with the SEC. The Trustee shall have no responsibility to determine whether any report has been filed by the Issuer or posted on the Issuer’s website. Delivery of such reports, information information, and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Catalent, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date),
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form;), except that such report on Form 10-K (or any successor or comparable form) will not be required until the earlier of (x) the 105th day following the end of such fiscal year or (y) the 90th day following the end of such fiscal year if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except that in the case of the quarters ending in fiscal year 2010 or 2011, such report on Form 10-Q (or any successor or comparable form) will not be required until the earlier of (x) the 60th day following the end of such fiscal quarter or (y) the 45th day following the end of such fiscal quarter if the Exchange Offer Registration Statement or Shelf Registration Statement has been declared effective prior to such date,
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form; in each case), in a manner that complies in all material respects and
(iv) any other information, documents and other reports which the Issuer would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Issuer will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC), the Issuer to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Issuer, or
(ii) such any direct or indirect parent entity of Finance LLC provides separate the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02, and the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Issuer and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to the Issuer, the Note Guarantors and the other material business Subsidiaries of the Issuer on a stand-alone basis, on the other hand.
(c) In addition, then the Issuer will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer has agreed that, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee’s receipt holders if the Issuer has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such shall not constitute constructive notice Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as reports that would be required to which be provided to the Trustee is entitled to rely exclusively and the holders on Officerthe Issuer’s Certificates)website.
Appears in 1 contract
Reports and Other Information. Notwithstanding that (a) The Borrower shall provide the Issuers may not be subject Administrative Agent and Lenders, without cost to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECeach Lender, the Issuers shall file with following reports within the SEC (and make available (without exhibits), without cost, to specified time frames:
(i) Holders of the Notes, upon their request, and within 90 days (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the successor time period then in effect under the rules and regulations of the Exchange Act with respect to Act) after the filing end of a Form 10-K by a non-accelerated filer, each fiscal year annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to Act) after the filing end of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, year reports on Form 10-Q Q, containing all quarterly the information that would be required to be contained in Form 10-Qtherein, or any successor or comparable form; and;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each caseand
(iv) any other information, in a manner that complies in all material respects documents and other reports which the Borrower would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided that the Issuers Borrower shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Borrower shall post make available such reports on information to prospective purchasers of the Parent’s or an Issuer’s public website Loans, in addition to providing such information to the Administrative Agent and the Lenders in each case within 15 days after the time they the Borrower would have been be required to file such information with the SEC, if they it were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee Administrative Agent and Lenders is for informational purposes only and the TrusteeAdministrative Agent’s and Lenders’ receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Borrower’s compliance with any of their its covenants hereunder (as to which the Trustee Administrative Agent is entitled to rely exclusively on Officer’s Officers’ Certificates).
(b) [Reserved].
(c) Notwithstanding the foregoing Sections 9.1(a) and (b), the Borrower will be deemed to have furnished the reports required by Sections 9.1(a) and (b) to the Administrative Agent and the Lenders if it or any Parent of the Borrower has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system and such reports are publicly available.
(d) The Borrower may satisfy its obligations under this Section 9.1 with respect to financial information relating to the Borrower by furnishing financial information relating to any Parent; provided that, if Regulation S-X under the Securities Act were to apply and so require, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to any Parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries, on the other hand.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuers Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Parent will file with the SEC (and make available (without exhibits)upon written request provide the Trustee and holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13 a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Parent would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Parent shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Parent will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case, within 15 days after the time they the Parent would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Parent, the Company or Subsidiary Guarantors contemplated by Rule 3-10, Rule 13-01, Rule 13-02 or Rule 3-16 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee, the Parent shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Parent has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Parent, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Parent and the Parent (or any other direct or indirect parent company of Finance LLC), the Parent to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Parent, or
(ii) any direct or indirect parent of the Parent is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for the Parent will satisfy this Section 4.02, and the Parent is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Parent by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Parent and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Parent and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Parent will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingParent shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) [Reserved].
(e) Notwithstanding the foregoing, the Parent will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Parent has filed such reports with the SEC via the XXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Parent’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding that (a) Whether or not the Issuers may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Company will furnish or make available to the Holders as provided below, or file with the SEC for public availability through the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (and make available (without exhibits), without cost, to or any successor system) no later than 15 days after the dates specified below:
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 90 days after it files the end of each fiscal year (or such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Company were required to file such reports;
(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Company were required to be contained therein, or required in file such successor or comparable form;reports; and
(2iii) within 5 days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, K after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC K if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been Company were required to file such information with reports. If the SECCompany has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if they were subject to Sections 13 or 15(d) taken together as one Subsidiary, would constitute a Significant Subsidiary of the Exchange Act. In Company, then the event that (1) the rules annual and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either quarterly reports required by clauses (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or and (ii) above shall include a presentation of selected financial metrics (in the Company’s sole discretion) of such parent entity of Finance LLC provides separate financial information and Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and Operations” or other comparable section. If the Restricted Subsidiaries on Company or any Parent Entity does not file reports containing such information with the one handSEC, the Company will deliver such reports to the Trustee under this Indenture, and for any other material business on the other hand, then the will make available such information and such reports required by this covenant may be those of such parent company on a consolidated basisto any Holder and, rather than those upon request, to any beneficial owner of the IssuersNotes, in each case by posting such information on its website, on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any Holder or any bona fide prospective investor in the Notes (which prospective investors will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company) who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Company shall post such information thereon and make readily available any password or other login information to any such prospective holder, securities analyst or market maker. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. If any Parent Entity files reports with the SEC in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with the filing periods specified in the first paragraph of this covenant, then the Company shall be deemed to comply with this covenant. The Trustee will have no responsibility whatsoever to determine if any such filing has occurred. For the avoidance of doubt, such reports need not include separate financial information required by Rules 3-10 and 3-16 of Regulation S-X; provided, however, that if such Parent Entity has more than de minimis operations separate and apart from its ownership in the Company and its Subsidiaries, then the financial statements of the Parent Entity shall be accompanied by selected financial metrics (in the Company’s sole discretion and which need not be audited) that show the differences between the information relating to such Parent Entity and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a stand-alone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or EXXXX or any website under this Indenture, or participate in any conference calls.
Appears in 1 contract
Samples: Indenture (Healthequity, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall be required to file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that provide the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,Holders with:
(1) within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filerfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by for a non-accelerated filer, for filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Issuer on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the periods specified for filing of a Current Reports on Form 8-K, K after the occurrence of an each event that would have been required to be therein reportedreported in a Current Report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act, such other current reports on Form 8-K, or any successor or comparable form; provided that no such Current Reports shall be required to be filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or the business, assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or, in each case, any successor item or provision in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filingrespect thereof) or (ii) present any information required by Item 9A of Form 10-K, in which event the Issuers shall post such reports on the Parent’s Items 307 or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 308 of Regulation S-XK (or, in each case, any successor item or provision in respect thereof) permit the Issuers and the Parent (or any other rule or regulation implementing Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, or Item 402 of Regulation S-K, or Item 601 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) and (B) if any direct or indirect parent company of Finance LLCthe Issuer is a Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), to report at such parent entity’s level on a consolidated basis and (2) either or (i3) above; provided that if such parent entity of Finance LLC is not engaged in any business in any company holds material respect assets (other than incidental to its ownershipcash, directly or indirectly of Cash Equivalents and the Capital Stock of Finance LLC or (iithe Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent entity of Finance LLC provides separate financial information company and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted its consolidated Subsidiaries on the one hand, and for any other material business the Issuer and the Restricted Subsidiaries on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents reports to the Trustee trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(b) Notwithstanding anything herein to the contrary, (A) the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the date any such report is due hereunder and (B) the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing and (ii) subject to clause (A) of this sentence, the Issuer makes available the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee, in each case, within 15 days after the applicable date the Issuer would be required to file such information pursuant to the first paragraph of this section. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default (unless the Notes have been accelerated at such time) with respect thereto shall be deemed to have been cured.
(c) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by clauses (1) and (2) of Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum under “Summary––The Offering––Unrestricted Subsidiaries”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(f) The Trustee shall have no obligation to determine whether or not such information, documents or reports in this Section have been filed by the Issuer.
Appears in 1 contract
Samples: Indenture (Fortress Transportation & Infrastructure Investors LLC)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file with the SEC (and make available (without exhibits)upon written request provide the Trustee and holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Company would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case, within 15 days after the time they the Company would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 or Rule 3-16 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Company has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), the Company to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Company, or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Company and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Company will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCompany shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) In addition, the Company will furnish to the Notes Collateral Agent, on a quarterly basis, written notice of any change in the (1) legal name, (2) jurisdiction of organization or formation or (3) identity or corporate structure of the Company or any Guarantor. Promptly after such change, the Company and the Guarantors will make all filings under the UCC and any other applicable laws so that the Lien of the Notes Collateral Agent remains perfected at all times following such change with the same priority as immediately prior to such change.
(e) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the XXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Gap Inc)
Reports and Other Information. Notwithstanding that (a) For so long as any Securities are outstanding, the Issuers may not be subject Company shall deliver to the reporting requirements Trustee a copy of Section 13 or 15(d) all of the Exchange Act or otherwise report on an annual information and quarterly basis on forms provided for such annual and quarterly reporting pursuant reports referred to below (within the time periods specified in the SEC’s rules and regulations promulgated by that would apply if the SEC, the Issuers shall Company were required to file with the SEC as a “non-accelerated filer”; provided that if the Reporting Entity (as defined below) is filing such information and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to within the extent not publicly available on time periods specified in the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether SEC rules and regulations for such filing or any other filing described below has occurred) from and after the Issue Date,Reporting Entity):
(1) within the time period then in effect under the rules and regulations annual reports of the Exchange Act with respect Reporting Entity (as defined below) for such fiscal year containing the information that would have been required to the filing of a be contained in an annual report on Form 10-K by a non-accelerated filer, annual reports on Form 10-K, (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, containing except to the information required extent permitted to be contained therein, or required in such successor or comparable formexcluded by the SEC;
(2) within the time period then in effect under the rules and regulations quarterly reports of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, Reporting Entity for each of the first three fiscal quarters of each fiscal year, reports year thereafter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and
(3) current reports of the Reporting Entity containing substantially all quarterly of the information that would be required to be contained filed in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports current report on Form 8-KK under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01(a) and (b) (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act. In addition to providing such information to the Trustee, the Company shall make available to the Holders, prospective investors, bona fide market makers and securities analysts the information required to be provided pursuant to the foregoing clauses (1), (2) and (3), by posting such information to its website (or the website of any of the Company’s parent companies, including the Reporting Entity) or on IntraLinks or any successor comparable online data system or comparable form; in each casewebsite. Notwithstanding the foregoing, in a manner (A) neither the Company nor any Reporting Entity that complies in all material respects with the requirements specified in such form; provided that the Issuers shall is not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event Act will be required to deliver any information, certificates or reports that would otherwise be required by (1i) the rules and regulations Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein and (including B) such reports will not be required to contain audited or unaudited condensed consolidating financial information in the notes to the audited or unaudited financial statements required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X) permit the Issuers and the Parent X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any other direct successor or indirect parent company comparable forms) or related rules under Regulation S-K; provided that for the avoidance of Finance LLC)doubt if the Reporting Entity is not the Company, such Reporting Entity will continue to report at such parent entity’s level on a consolidated basis and be required to deliver the information described in clause (2) of Section 4.12(b) in either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations” section or other such non-financial statement section of such report or as otherwise permitted pursuant to clause (b) below.
(b) The financial statements, information and other documents required to be provided as described in this Section 4.12 may be those of (i) the Restricted Subsidiaries Company or (ii) any direct or indirect parent of the Company (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of its equity interests in, and its management of, the Company or (2) if otherwise, the financial information so delivered shall be accompanied by (which may be included in a separate supplement that is not filed with the SEC so long as such supplement is made publicly available on the Company or the REIT’s website) a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand, then with such reasonably detailed description including: (x) condensed consolidating financial information for the information REIT, on an unconsolidated basis, the Operating Partnership, on an unconsolidated basis, the New Bank Claim Borrower and reports required by this covenant may be those of such parent company its Subsidiaries on a consolidated basis, rather than those the Company and its Subsidiaries on a consolidated basis, intercompany eliminations and consolidation entries and the REIT and its subsidiaries on a consolidated basis, (y) the portfolio level financial information by property category (including by malls, other and total) as contained on slide 31 of the Issuers. In addition, Exhibit 99.2 (Presentation to the extent not satisfied Ad Hoc Group dated July 2020) to the Current Report on Form 8-K filed by the foregoingREIT and the Operating Partnership with the SEC on August 19, 2020 and (z) the occupancy rate and sales per square foot operating statistics by the same property categories used in the preceding clause (y)[; provided that in case of clause (x), no such information shall be required to be provided for any periods ending prior to the Issue Date and in the case of clauses (y) and (z), such information shall only be provided for the period beginning January 1, 2021 and thereafter].
(c) The Company will make such information available electronically to prospective investors upon request. The Company shall, for so long as any Notes are outstandingSecurities remain outstanding during any period when it is not or any Reporting Entity is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Notwithstanding the foregoing, the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Company or another Reporting Entity has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.12 shall be deemed satisfied and the Company will be deemed to have delivered such reports and information referred to in this Section 4.12 to the Trustee, Holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity). Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Company posts such reports, information and documents on the Company’s website (or that of any of the Company’s parent companies, including the Reporting Entity) or the SEC’s XXXXX service, or collect any such information from the Company’s (or any of the Company’s parent companies’) website or the SEC’s XXXXX service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.12 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuersCompany’s, any Subsidiary Guarantors’ or any other Person’s compliance with any of their its covenants hereunder under this Indenture or the Securities (as to which the Trustee is entitled to rely exclusively on the Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall be required to file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that provide the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,Holders with:
(1) within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filerfiler plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each fiscal year, annual reports of the Issuer on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by for a non-accelerated filer, for filer plus any grace period provided by Rule 12b-25 under the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Issuer on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the periods specified for filing of a Current Reports on Form 8-K, K after the occurrence of an each event that would have been required to be therein reportedreported in a Current Report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act, such other current reports on Form 8-K, or any successor or comparable form; provided that no such Current Reports shall be required to be filed or provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuer) or the business, assets, operations, financial positions or prospects of the Issuer and the Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, (A) none of the foregoing reports shall be required to (i) contain the separate financial information for Guarantors and non-guarantor subsidiaries contemplated by Rule 3-09, 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or, in each case, any successor item or provision in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filingrespect thereof) or (ii) present any information required by Item 9A of Form 10-K, in which event the Issuers shall post such reports on the Parent’s Items 307 or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 308 of Regulation S-XK (or, in each case, any successor item or provision in respect thereof) permit the Issuers and the Parent (or any other rule or regulation implementing Sections 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, or Item 402 of Regulation S-K, or Item 601 of Regulation S-K (or, in each case, any successor item or provision in respect thereof) and (B) if any direct or indirect parent company of Finance LLCthe Issuer is a Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of a parent Issuer, rather than those of the Issuer, so long as such filings would otherwise satisfy in all material respects the requirements of clauses (1), to report at such parent entity’s level on a consolidated basis and (2) either or (i3) above; provided that if such parent entity of Finance LLC is not engaged in any business in any company holds material respect assets (other than incidental to its ownershipcash, directly or indirectly of Cash Equivalents and the Capital Stock of Finance LLC or (iithe Issuer and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent entity of Finance LLC provides separate financial information company and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted its consolidated Subsidiaries on the one hand, and for any other material business the Issuer and the Restricted Subsidiaries on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents reports to the Trustee trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(b) Notwithstanding anything herein to the contrary, (A) the Issuer shall not be deemed to have failed to comply with any of its obligations described under this Section 4.03 for purposes of Section 6.01(a)(3) until 60 days after the date any such report is due hereunder and (B) the Issuer shall not be so obligated to file such reports with the SEC (i) if the SEC does not permit such filing and (ii) subject to clause (A) of this sentence, the Issuer makes available the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee, in each case, within 15 days after the applicable date the Issuer would be required to file such information pursuant to the first paragraph of this section. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default (unless the Notes have been accelerated at such time) with respect thereto shall be deemed to have been cured.
(c) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary, then the annual and quarterly information required by clauses (1) and (2) of Section 4.03(a) shall include information (which need not be audited or reviewed by the Issuer’s auditors) regarding such Unrestricted Subsidiaries substantially comparable to the financial information of the Unrestricted Subsidiaries presented in the Offering Memorandum under “Summary--The Offering--Unrestricted Subsidiaries”; provided that no such information shall be required if such financial information is not material compared to the applicable financial information of the Issuer and its Subsidiaries on a consolidated basis or if such Unrestricted Subsidiaries are not material to the Issuer and its Subsidiaries on a consolidated basis.
(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed with the SEC, the Issuer shall maintain a website (that, at the option of the Issuer, may be password protected) to which Holders, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to which all the reports required by this Section 4.03 are posted.
(e) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(f) The Trustee shall have no obligation to determine whether or not such information, documents or reports in this Section have been filed by the Issuer.
Appears in 1 contract
Samples: Indenture (FTAI Infrastructure LLC)
Reports and Other Information. Notwithstanding that (a) Whether or not the Issuers may not be Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, so long as the SECNotes are outstanding, the Issuers shall Issuer will furnish to the Holders or cause the Trustee to furnish to the Holders or post on its website or file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s for public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,availability:
(1) within 90 days after the time end of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on Form 10-K if the Issuer were required to file such reports;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of a Quarterly Report on Form 10-K Q by a non-accelerated filer), annual reports a quarterly report as would be required to be filed with the SEC on Form 10-K, or any successor or comparable form, containing Q if the information Issuer were required to be contained therein, or required in file such successor or comparable form;reports; and
(23) within as soon as practicable (and in any event no later than five days after the time period then in effect under the rules and regulations of promulgated under the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports Current Report on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, ) after the occurrence of an event required to be therein reported, such other reports a current report as would be required to be filed with the SEC on Form 8-KK if the Issuer were required to file such reports; provided, or however, that, if the last day of any successor or comparable form; in each casesuch period is not a Business Day, in a manner that complies such report will be due on the next succeeding Business Day. All such reports will be prepared in all material respects in accordance with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) all of the Exchange Act. In the event that (1) the rules and regulations of the SEC applicable to such reports, except that such reports (including Rule x) will not be required to include separate financial information that would be required by Rules 3-10 and 3-16 of Regulation S-XX and (y) permit will not be subject to the Issuers and the Parent (Trust Indenture Act. The Issuer or any other direct or indirect parent company of Finance LLC)the Issuer will maintain a public or non-public website on which Holders, prospective investors and securities analysts are given access to report at such parent entity’s level on a consolidated basis the annual and (2) either (i) such parent entity of Finance LLC quarterly financial information described above. If the website containing the financial reports is not engaged in available to the public, the Issuer or any business in any material respect other than incidental to its ownership, directly direct or indirectly indirect parent company of the Capital Stock Issuer will direct Holders, prospective investors and securities analysts on its publicly available website to contact the Issuer to obtain access to the non-public website.
(b) If any direct or indirect parent company of Finance LLC the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the Exchange Act, whether voluntarily or (iiotherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such parent entity of Finance LLC provides reports need not include separate financial information required by Rules 3-10 and a Management’s Discussion 3-16 of Regulation S-X; provided that, if such direct or indirect parent company of the Issuer has more than de minimis operations separate and Analysis apart from its ownership in the Issuer, then the financial statements of Financial Condition the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such parent company and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to .
(c) To the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, the Issuers shall it will furnish to Holders and to Holders, securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery .
(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of such reportsits obligations under this Section 4.03 for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03, information and documents failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company provides all required reports to the Holders (including to the Trustee is for informational purposes only and delivery to the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein Holders) or determinable from information contained therein, including files all required reports with the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)SEC.
Appears in 1 contract
Samples: Indenture (Catalent, Inc.)
Reports and Other Information. (a) Notwithstanding that RGHL or the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall RGHL will file with or furnish to the SEC (and make available (without exhibits)provide the Trustee and Holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach Holder, within 15 days after it files such reports and information or furnishes them, as the case may be, with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,):
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filerregulations, annual reports on Form 1020-K, F (or any successor or comparable form applicable to RGHL within the time period for non-accelerated filers to the extent such term is applicable to such form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form);
(2ii) within 60 days after the time period then in effect under end of each fiscal quarter, other than the rules and regulations fourth fiscal quarter of any year, the Exchange Act with respect to the filing of information that would be required by a report on Form 10-Q by a non-accelerated filer(or any successor or comparable form applicable to RGHL) (which information, for each of the first three fiscal quarters of each fiscal year, if RGHL is not required to file reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, will be furnished on Form 6-K (or any successor or comparable formform applicable to RGHL)); and
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported on Form 8-K (or any successor or comparable form applicable to RGHL), such other the information that would be required by a Form 8-K (or any successor or comparable form applicable to RGHL) (which information, if RGHL is not required to file reports on Form 8-K, K will be furnished on Form 6-K (or any successor or comparable formform applicable to RGHL)); in each caseprovided, in a manner however, that complies in all material respects with the requirements specified in such form; provided that the Issuers RGHL shall not be so obligated to file or furnish such reports with the SEC if the SEC does not permit such filingfiling or furnishing, in which event RGHL will post the Issuers shall post reports specified in the first sentence of this paragraph on its website within the time periods that would apply if RGHL were required to file those reports with the SEC. In addition, RGHL will make available such reports on information to prospective purchasers of Senior Subordinated Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders, in each case within 15 days after the time they RGHL would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In .
(a) Notwithstanding the event that (1) provisions of Section 4.02(a), RGHL will be deemed to have filed or furnished such reports referred to above to the rules Trustee and regulations of the Holders if RGHL has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available.
(including Rule 3-10 of Regulation S-Xb) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so So long as any of the Senior Subordinated Notes are outstandingremain outstanding and during any period during which RGHL is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall furnish SEC with certain information pursuant to Rule 12g 3-2(b) of the Exchange Act, each Issuer will make available to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to by Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Reports and Other Information. Notwithstanding (a) The Company shall file with the Trustee, within 15 days after it files any annual and quarterly reports, information, documents and other reports with the SEC, copies of such reports, information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Issuers may Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
(b) In the event the Company is at any time not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by Act, it shall provide the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to Trustee:
(i) Holders as soon as available, but in any event within ninety (90) days after the end of each fiscal year, (A) a consolidated balance sheet of the NotesCompany and its Subsidiaries as at the end of such fiscal year, upon their requestand the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year setting forth in each case in comparative form the figures for the previous fiscal year that would be contained in an Annual Report on Form 10-K if the Company were required to file such a report (subject to the proviso below), and (iiB) the Trusteemanagement’s discussion and analysis of significant operational and financial developments during such fiscal year, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system all of which shall be in reasonable detail (which may be less detail than contemplated by Section 13 or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred15(d) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act and applicable regulations) and, with respect to the filing of a Form 10-K such consolidated financial statements, prepared in accordance with GAAP and, audited and accompanied by a non-accelerated filer, annual reports on Form 10-K, report and opinion of Ernst & Young LLP or any successor or comparable formother independent registered public accounting firm of nationally recognized standing, containing the information required to which report and opinion shall be contained therein, or required prepared in such successor or comparable formaccordance with generally accepted auditing standards;
(2ii) as soon as available, but in any event within forty-five (45) days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three (3) fiscal quarters of each fiscal year, reports (A) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year that would be contained in a Quarterly Report on Form 10-Q if the Company were required to file such a report (subject to the proviso below), and (B) management’s discussion and analysis of significant operational and financial developments during such quarterly period, all of which shall be in reasonable detail (which may be less detail than contemplated by Section 13 or 15(d) of the Exchange Act and applicable regulations); and
(iii) within five (5) Business Days after the occurrence of any event that would require the filing of a Current Report on Form 8-K pursuant to the items specified below, current reports containing substantially all quarterly of the information that would be required to be contained filed in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports Current Report on Form 8-KK under the Exchange Act on the Issue Date pursuant to Items 1.01 (Entry into a Material Definitive Agreement) (limited to agreements for business acquisitions), 1.02 (Termination of a Material Definitive Agreement) (limited to agreements for business acquisitions), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.02 (Results of Operations and Financial Condition) (limited to earnings announcements regarding a completed fiscal year or quarter), 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) (other than as contemplated in the Restructuring Support Agreement), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.05 (Costs Associated with Exit or Disposal Activities), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant) and 5.02(a) and (b) (Departure of Directors or Principal Officers); provided, however, that (a) no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Issuers and the Restricted Subsidiaries, taken as a whole and (b) trade secrets and other confidential information that is competitively sensitive, or any successor information that the Company is otherwise prohibited by law or comparable form; contract from disclosing, in each casecase in the good faith and reasonable determination of the Company may be excluded from disclosures; provided, in a manner further, however, that complies in all material respects with the requirements specified in such form; provided that the Issuers reports required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to comply with Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measure contained therein, so obligated long a reconciliation to file such reports the most comparable GAAP financial measure is provided), (b) shall not be required to comply with Items 402 of Regulation S-K promulgated by the SEC if the SEC does SEC, (c) shall not permit such filingbe required to comply with Rule 3-10 or Rule 3-16 of Regulation S-X, in which event the Issuers (d) shall post such reports on the Parent’s not be required to include any segment or an Issuer’s public website within 15 days after the time they business unit level financial information and (e) shall not be required to include any exhibits that would have been required to file such information with the SEC, if they were subject be filed pursuant to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 Item 601 of Regulation S-XK.
(c) permit The requirement to deliver any of the Issuers reports required pursuant to Section 4.03(a) and Section 4.03(b) may be satisfied within the time periods specified above via press release by the Company and/or by the posting of such reports on the Company’s website, Intralinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (the “Secured System”). If the Company uses the Secured System to satisfy such requirements, it shall make readily and promptly available any password or other login information relating to the Secured System to Holders, prospective investors (each, a “Prospective Investor”), security analysts who have certified to the Company that they are reputable security analysts employed by a reputable financial institution who regularly cover or intend to cover the Company and the Parent Notes (each, a “Security Analyst”) and market makers who have certified to the Company that they are reputable market makers who regularly make or any other direct or indirect parent company of Finance LLCintend to make a market in the Notes (each, a “Market Maker”), and shall make readily and promptly available on its external website contact information for being provided access to report at the Secured System to any Holders, Prospective Investors, Security Analysts or Market Makers and promptly comply with any such parent entity’s level on a consolidated basis and (2) either (i) such parent entity requests for access to the Secured System. The delivery of Finance LLC is not engaged in any business in any material respect other than incidental reports to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and Trustee shall be made by electronic transmission to the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the IssuersTrustee. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and to securities analysts Securities Analysts and prospective investorsProspective Investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports.
(d) So long as any Notes are outstanding, information and documents the Company shall also:
(i) within twenty (20) Business Days after furnishing to the Trustee is for informational purposes only the annual and quarterly reports required by clauses (b)(i) and (b)(ii) above, and unless prohibited by applicable law, hold a conference call (which may be limited to those parties that have access to the Secured System and which may, at the Company’s option, be held as a single call together with investors holding other securities or debt of the Company) to discuss such reports and the Trustee’s receipt results of operations for the relevant reporting period; and
(ii) issue a press release to the Secured System no fewer than three (3) Business Days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such shall not constitute constructive notice conference call and either including all information necessary to access the call or directing Holders of the Notes, Prospective Investors, Security Analysts and Market Makers to access the Secured System or to contact the appropriate person at the Company to obtain such information.
(e) The Company may satisfy its obligations under this Section 4.03 with respect to SEC reports and/or financial information relating to the Company by furnishing SEC reports and/or financial information relating to any direct or indirect parent company of the Company; provided that the same is accompanied by consolidating information contained therein or determinable from that explains in reasonable detail the differences between the information contained thereinrelating to such parent, including on the Issuers’ compliance with any of their covenants hereunder (as one hand, and the information relating to which the Trustee is entitled to rely exclusively Company and its Restricted Subsidiaries on Officer’s Certificates)a standalone basis, on the other hand.”
Appears in 1 contract
Samples: Second Supplemental Indenture (Education Management Corporation)
Reports and Other Information. Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Company shall file with the SEC or otherwise make available on a website (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an IssuerCompany’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or posting or any other filing or posting described below has occurred, or to review or analyze any filings or postings) from and after the Issue Date,
(1i) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2ii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3iii) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Company shall post such reports on the Parent’s or an IssuerCompany’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that the Company shall not be obligated to include in such reports the separate financial statements required by Rule 3-10 or 3-16 of Regulation S-X. For the avoidance of doubt, to the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders described under Section 6.01 if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC)the Company becomes a Guarantor of the Notes, the Company shall have satisfied its obligations under this Section 4.03 by furnishing information relating to report at such parent entity’s level company; provided that, in the case of financial information, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a consolidated basis standalone basis, on the other hand. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and (2) annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly on the face of the Capital Stock of Finance LLC financial statements or (ii) such parent entity of Finance LLC provides separate financial information in the footnotes thereto, and a in “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries on separate from the one hand, financial condition and for any other material business on the other hand, then the information and reports required by this covenant may be those results of such parent company on a consolidated basis, rather than those operations of the IssuersCompany’s Unrestricted Subsidiaries. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, outstanding the Issuers Company shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Appears in 1 contract
Samples: Indenture (Uniti Group Inc.)
Reports and Other Information. (a) Notwithstanding that RYAM and the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall RYAM will file with the SEC (and make available (without exhibits)upon written request provide the Trustee and holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form) containing the infor- mation required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC; andprovided that such report for the fiscal quarter ending on June 30, 2014 shall not be required to be filed (or provided to the Trustee or the holders, if so requested) any earlier than 90 days after the end of such fiscal quarter;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which RYAM would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers RYAM shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event RYAM will make available such information to prospective purchasers of Notes in addition to providing such information to the Issuers shall post such reports on Trustee and the Parent’s or an Issuer’s public website holders, in each case, within 15 5 days after the time they RYAM would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision); provided, however, that textual disclosure of assets, revenue, EBITDA and liabilities of non-Guarantors (if any) shall be included. In addition to providing such information to the Trustee, RYAM shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If RYAM or the Company has designated any of their Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of RYAM, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of RYAM, the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers RYAM and the Parent (or any other direct or indirect parent company of Finance LLC), RYAM to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or RYAM, or
(ii) any direct or indirect parent of RYAM is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity of Finance LLC provides separate entity’s level in a manner consistent with that described in this Section 4.02 for RYAM will satisfy this Section 4.02, and RYAM is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to RYAM by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than RYAM and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to RYAM and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the RYAM will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to RYAM shall, after the extent not satisfied by the foregoing, Distribution Date and for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, RYAM will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if RYAM has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including RYAM’s or the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (Rayonier Inc)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Issuer shall file with the SEC (and make available (without exhibits)provide the Trustee and holders with copies thereof, without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeeach holder, within 15 days after it files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date),
(1i) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form;),
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearfilers, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form),
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form; in each case), in a manner that complies in all material respects and
(iv) any other information, documents and other reports which the Issuer would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Issuer will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case within 15 days after the time they the Issuer would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. Notwithstanding the foregoing, the Issuer shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Issuer and the Parent (or any other direct or indirect parent company of Finance LLC), the Issuer to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Issuer, or
(ii) such any direct or indirect parent entity of Finance LLC provides separate the Issuer is or becomes a Note Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 and furnishing financial information relating to such direct or indirect parent for the Issuer will satisfy this Section 4.02; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Issuer and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any the information relating to the Issuer, the Note Guarantors and the other material business Subsidiaries of the Issuer on a standalone basis, on the other hand, then the .
(c) The Issuer will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingIssuer has agreed that, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports, information and documents reports referred to above to the Trustee is for informational purposes only and the Trustee’s receipt holders if the Issuer has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such shall not constitute constructive notice Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on the Issuer’s website (or that of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificatesits parent companies).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers Company shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost, cost to (i) Holders of the Notes, upon their request, and (ii) the Trusteeany Holder, within 15 days after it the Company files such reports and information them with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within 45 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and;
(3) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and other reports that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers Company shall post make available such reports on information to prospective purchasers of Notes, in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the Holders of the Notes, in each case within 15 days after the time they the Company would have been be required to file such information with the SEC, if they it were subject to Sections Section 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery .
(b) In the event that any direct or indirect parent company of such reportsthe Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information and documents relating to the Trustee Company by furnishing financial information relating to such parent company; provided that the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trusteeinformation relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (1) by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting reports that would be required to be filed substantially in the form required by the SEC on the Company’s receipt of such shall not constitute constructive notice website (or on the website of any of its parent companies) or providing such reports to the Trustee, with financial information contained therein or determinable from that satisfied Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information contained thereinin the Offering Circular, including to the Issuers’ compliance with any of their covenants hereunder (as to which extent filed within the Trustee is entitled to rely exclusively on Officer’s Certificates)times specified above.
Appears in 1 contract
Samples: Indenture (DJO Finance LLC)
Reports and Other Information. Notwithstanding that the Issuers may (a) Whether or not be Dell is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, so long as any Notes are outstanding, Dell shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accountants (or otherwise report on an any similar replacement standard). In addition, so long as any Notes are outstanding, Dell shall furnish to the Holders (x) all annual and quarterly basis on financial statements substantially in forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form a filing with the SEC on Forms 10-QK and 10-Q of Dell, or any successor or comparable form; and
if Dell is at such time required to file such forms and (3y) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of annual financial statements only, a Form 8-Kreport on the annual financial statements by Dell’s independent registered public accounting firm; provided, after the occurrence of an however, that (i) in no event shall such financial statements be required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects comply with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit X promulgated by the Issuers SEC or contain separate financial statements for the Issuers, the Guarantors or other Affiliates the shares of Capital Stock and other securities of which are pledged to secure the Parent (Notes or any other direct Note Guarantee that would be required under Section 3-10 or indirect parent company Section 3-16 of Finance LLC)Regulation S-X, respectively, promulgated by the SEC and (ii) in no event shall such financial statements be required to report at comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein.
(b) All such parent entity’s level on a consolidated basis annual financial statements shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly financial statements shall be furnished within 45 days after the end of the fiscal quarter to which they relate.
(c) Dell shall make available such information and such financial statements (as well as the details regarding the conference call (to the extent there is one) described in clause (2) either (iof Section 4.03(d)) such parent entity of Finance LLC is not engaged in to the Trustee under this Indenture, to any business in any material respect other than incidental to its ownership, directly or indirectly Holder of the Capital Stock Notes and, upon request, to any beneficial owner of Finance LLC the Notes, in each case by posting such information on its website on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information readily available to any Holder of the Notes, any bona-fide prospective investor in the Notes, any securities analyst (iito the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such parent entity information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that Dell shall post such information thereon and make readily available any password or other login information to any such Holder of Finance LLC provides separate financial the Notes, bona-fide prospective investor, securities analyst or market maker; provided, further, however, Dell may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 4.03 to any such Holder, bona-fide prospective investor, security analyst or market maker that is a competitor of Dell and its Subsidiaries to the extent that Dell determines in good faith that the provision of such information to such Person would be competitively harmful to Dell and its Subsidiaries.
(d) So long as any Notes are outstanding, Dell shall either, at its option:
(1) include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC Operations” section with the delivery of the annual and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports quarterly financial statements required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so long Section 4.03(a); or
(2) (i) as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents promptly as reasonably practicable after furnishing to the Trustee is the annual and quarterly financial statements required by Section 4.03(a), hold a conference call to discuss the results of operations for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).relevant reporting period; and
Appears in 1 contract
Samples: Base Indenture (Denali Holding Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuers Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,, the Issuer will furnish to the Trustee:
(1i) within 120 days after the time period then end of each fiscal year (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Company’s independent registered public accounting firm;
(2ii) within 60 days after the time period then in effect under the rules and regulations end of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal yearyear (or if such day is not a Business Day, reports on Form 10-Q containing the next succeeding Business Day), all quarterly financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and financial statements prepared in accordance with GAAP applicable to interim financial statements; and
(3iii) within 15 days after the time period then occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K as in effect under on the rules and regulations Issue Date; provided, that the foregoing shall not obligate the Issuer to make available (i) any information regarding the occurrence of any of the Exchange Act following events if the Company determines in its reasonable determination that such event that would otherwise be required to be disclosed is not material to the noteholders or the business, assets, operations, financial positions or prospects of the Issuer and its Subsidiaries taken as a whole, (ii) an exhibit or a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Issuer or any of its Subsidiaries and any director, officer or manager of the Issuer or any of its Subsidiaries, (iii) copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K or (iv) any trade secrets, privileged or confidential information obtained from another Person and competitively sensitive information:
(A) the entry into or termination of material agreements;
(B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are significant within the meaning of Item 2.01 of Form 8-K as in effect on the Issue Date);
(C) bankruptcy;
(D) cross-default under direct material financial obligations;
(E) a change in the Issuer’s certifying independent auditor;
(F) the appointment or departure of directors or executive officers (with respect to the filing principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only);
(G) non-reliance on previously issued financial statements; and
(H) change of a Form 8-Kcontrol transactions, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below and subject to exceptions consistent with the presentation of information in the offering memorandum; provided provided, however, that the Issuers Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(dprovide (i) of the Exchange Act. In the event that (1) the rules segment reporting and regulations of the SEC disclosure (including Rule any required by FASB Accounting Standards Codification Topic 280), (ii) separate financial statements or other information contemplated by Rules 3-10 03(e), 3-05, 3-09, 3-10, 3-16 or 4-08 of Regulation S-X) permit the Issuers and the Parent X (or any other direct successor provisions) or indirect parent company any schedules required by Regulation S-X, (iii) information required by Regulation G under the Exchange Act or Item 10, Item 302, Item 402 or Item 601 of Finance LLCRegulation S-K (or any successor provision), (iv) XBRL exhibits, (v) earnings per share information, (vi) information regarding executive compensation and related party disclosure related to report at such parent entity’s level on a consolidated basis SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, and (2vii) either other information customarily excluded from an offering memorandum, including any information that is not otherwise of the type and form currently included in this offering memorandum. In addition, notwithstanding the foregoing, the Issuer will not be required to (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownershipcomply with Sections 302, directly or indirectly 906 and 404 of the Capital Stock Xxxxxxxx-Xxxxx Act of Finance LLC 2002, as amended, or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one handotherwise furnish any information, and for any other material business on the other hand, then the information and certificates or reports required by this covenant may Items 307 or 308 of Regulation S-K (or any successor provision). To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be those deemed to have satisfied its obligations with respect thereto at such time and any Event of Default with respect thereto shall be deemed to have been cured; provided that such parent company cure shall not otherwise affect the rights of Holders under Section 5.01 if Holders of at least 30% of Outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on a consolidated basis, rather than those of the Issuers. In addition, all Outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.
(b) To the extent not satisfied by Section 10.09(a), the foregoingIssuer shall, for so long as any Notes are outstanding, the Issuers shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to the Section 10.09(b), the Issuer shall also use its commercially reasonable efforts to post copies of such information required by the immediately preceding paragraph on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, the Issuer shall furnish such reports to the noteholders, upon their request. The Issuer may condition the delivery of any such reports to such noteholders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information.
(d) The Issuer will use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Issuer and/or its Subsidiaries) to discuss the Issuer’s results of operations.
(e) Notwithstanding anything else contained in this Indenture, if the Issuer has filed with the SEC the reports described in Section 10.09
(a) (including via the XXXXX system or any successor electronic filing system), the Issuer shall be deemed to be in compliance with clauses (a) and (b) above.
(f) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or website under this Indenture, or participate in any conference calls.
Appears in 1 contract
Samples: Indenture (On Semiconductor Corp)
Reports and Other Information. Notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall file with the SEC (and make available (without exhibits), without cost, to (i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and
(3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act. In the event that (1) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers and the Parent (or any other direct or indirect parent company of Finance LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of Finance LLC or (ii) such parent entity of Finance LLC provides separate financial information and a Management’s Discussion and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuers. In addition, to the extent not satisfied by the foregoing, for so So long as any Notes are outstanding, the Issuers Issuer shall furnish to the Trustee and, upon request, to Holders a copy of all of the information and reports referred to in clauses (a) and (b) below:
(a) within ninety (90) days after the end of each fiscal year of the Issuer, the audited consolidated (and unaudited consolidating) balance sheet and related consolidated (and with respect to statements of operations, consolidating) statements of operations, stockholders’ equity and cash flows of the Issuer and its Consolidated Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by a firm of independent public accountants registered with the PCAOB (and following the fiscal year ending December 31, 2017, without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated and consolidating financial statements present fairly in all material respects the financial condition and results of operations of the Issuer and its Consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied; provided, that if the Issuer has established any Unrestricted Subsidiaries, such consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of such types of Subsidiaries;
(b) within forty-five (45) days after the end of each fiscal quarter of the Issuer, the consolidated (and unaudited consolidating) balance sheet and related consolidated (and with respect to statements of operations, consolidating) statements of operations and cash flows of the Issuer and its Consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified pursuant to an Officers’ Certificate as presenting fairly in all material respects the financial condition and results of operations of the Issuer and its Consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided, that if the Issuer has established any Unrestricted Subsidiaries, such consolidated statements shall be accompanied by a balance sheet as of such date, and a statement of income and cash flows for such period, reflecting on a combined basis, for Restricted Subsidiaries and on a combined basis for Unrestricted Subsidiaries, the consolidating entries for each of such types of Subsidiaries;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, an Officers’ Certificate certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Issuer or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities analysts exchange, or distributed by the Issuer to its shareholders generally, as the case may be; provided, however that this clause (d) shall be deemed satisfied by the filing with the SEC of the documentation required within the time periods specified in the applicable rules and regulations of the SEC;
(e) as soon as available, the Reserve Report required pursuant to Section 4.23 together with an Officers’ Certificate certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and
(f) promptly, but in any event within five (5) Business Days after the designation thereof, any designation of any Subsidiary as an Unrestricted Subsidiary by the Board of Directors of the Issuer. Concurrently with the distribution of the financial statements required under clause (a) and (b), the Issuer shall provide notice of the date and time of a conference call with Holders to discuss such financial information, which conference calls the Issuer shall host not later than ten (10) Business Days after such distribution (provided that any conference call hosted by the Issuer which is generally available to holders of its debt or equity securities shall satisfy this covenant). In addition, the Issuer shall furnish to prospective investors, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct so long as the Notes are not freely transferable under the Securities Act or contain a restricted Securities Act legend. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt by any Trustee of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ Issuer’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).
Appears in 1 contract
Samples: Indenture (Exco Resources Inc)
Reports and Other Information. (a) Notwithstanding that the Issuers Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall Company will file with the SEC (and make available (without exhibits)upon written request provide the Trustee and holders with copies thereof, without costcost to each holder, to within 5 days after receipt of such request):
(i) Holders of the Notes, upon their request, and (ii) the Trustee, within 15 days after it files such reports and information with the SEC, to the extent not publicly available on the SEC’s XXXXX system or the Parent’s or an Issuer’s public website, provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has occurred) from and after the Issue Date,
(1) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a for non-accelerated filerfilers, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(2ii) within the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a for non-accelerated filer, filers (except for each of any delay permitted by Rule 13a-13(a) promulgated under the first three fiscal quarters of each fiscal yearExchange Act), reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; and) containing the information required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;
(3iii) within the promptly from time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; in each caseand
(iv) subject to the foregoing, in a manner that complies in all material respects any other information, documents and other reports which the Company would be required to file with the requirements specified in such formSEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided provided, however, that the Issuers Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuers shall post Company will make available such reports on information to prospective purchasers of Notes in addition to providing such information to the Parent’s or an Issuer’s public website Trustee and the holders, in each case, within 15 days after the time they the Company would have been be required to file such information with the SEC, SEC if they it were subject to Sections Section 13 or 15(d) of the Exchange ActAct as provided above; provided, further, that such reports will not be required to contain the separate financial information for the Company or the Guarantors contemplated by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision). In addition to providing such information to the Trustee, the Company shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website. If the Company has designated any Subsidiary as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (i) and (ii) of this Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(b) In the event that that:
(1i) the rules and regulations of the SEC (including Rule 3-10 of Regulation S-X) permit the Issuers Company and the Parent (or any other direct or indirect parent company of Finance LLC), the Company to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Finance LLC is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly indirectly, of the Capital Stock capital stock of Finance LLC or the Company, or
(ii) such any direct or indirect parent entity of Finance LLC provides separate the Company is or becomes a Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Company will satisfy this Section 4.02, and the Company is permitted to satisfy its obligations in this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and a Management’s Discussion any of its Subsidiaries other than the Company and Analysis of Financial Condition and Results of Operations for Finance LLC and the Restricted Subsidiaries its Subsidiaries, on the one hand, and for any other material business the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.
(c) In addition, then the Company will make such information and reports required by this covenant may be those of such parent company on a consolidated basis, rather than those of the Issuersavailable to prospective investors upon request. In addition, to the extent not satisfied by the foregoingCompany shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Issuers shall SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) Notwithstanding the foregoing, the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if the Company has filed such reports with the SEC via the XXXXX filing system (or any successor thereto) and such reports are publicly available, it being understood that the Trustee shall have no responsibility to determine if such information has been posted on any website.
(e) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates), and the Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report.
Appears in 1 contract
Samples: Indenture (XPO Logistics, Inc.)
