Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC): (i) within the time period specified in the SEC’s rules and regulations, 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), (ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and (iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website. (b) In the event that: (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and (ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02. (c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing. (a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 5 contracts
Samples: Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.), Indenture (Berry Global Group, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available put such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(ae) So long as the Parent Guarantee is in effect, or (b) in In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. .
(f) Delivery of such reports, information and documents under this Section 4.02 to the Trustee is for informational information 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 Issuer’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officers’ Certificates with respect theretoCertificates).
Appears in 5 contracts
Samples: Merger Agreement, Indenture (NewPage Holdings Inc.), Indenture (Verso Paper Corp.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulationsSEC (if the Company were subject to Section 13 or 15(d) of the Exchange Act), 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),
(ii) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulationsSEC (if the Company were subject to Section 13 or 15(d) of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 Company shall not be deemed required to have furnished include in any such reports referred to above any information, certificates or reports required by Item 307 or 308 of Regulation S-K prior to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent effectiveness of the Issuer is or becomes a guarantor of exchange offer contemplated by the Guaranteed Obligations, the Issuer may satisfy its obligations under this Section 4.02 Registration Agreement with respect to financial information relating the Securities or the effectiveness of a Shelf Registration Statement with respect to the Issuer by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto)Securities.
Appears in 4 contracts
Samples: Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide with a copy to the Trustee unless filed and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with available on the SEC):’s XXXXX website) from and after the Issue Date:
(i) within 90 days after the time period specified in the SEC’s rules and regulationsend of each fiscal year, annual reports on Form 10-K (K, or any successor or comparable formform (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein (therein, or required in such successor or comparable form),;
(ii) within 45 days after the time period specified in end of each of the SEC’s rules and regulationsfirst three fiscal quarters of each fiscal year, reports on Form 10-Q Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),;
(iii) promptly from time to time after the occurrence of an a material event which would have been required to be therein reported on a Form 8-K or any successor or comparable form (and in any event within if the time period specified in Issuer had been a reporting company under Section 15(d) of the SEC’s rules and regulationsExchange Act), a current report relating to such other reports event on Form 8-K (or any successor or comparable form); in each case, and
(iv) any other information, documents and other reports which the Issuer would be required to file in a manner that complies in all material respects with the SEC if it were requirements specified in such form (except as described above or below and subject to Section 13 exceptions consistent with the presentation of information included or 15(d) of incorporated by reference in the Exchange ActOffering Memorandum); provided, however, that if at any time the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC or if the SEC does not permit such filing, in which event then the Issuer shall make available such information to the Trustee, the Holders and prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the HoldersNotes, in each case within 15 10 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, to the Issuer shallextent not satisfied by the foregoing, for so long as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of Notes are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, Issuer shall 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. 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, the The Issuer may satisfy its obligations under this Section 4.02 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to HLT Parent or HWP (or any parent entity of HLT Parent or HWP) as long as HLT Parent or HWP (or any such parent entity of HLT Parent or HWP) provides a Guarantee of the Parent GuarantorNotes.
(c) If with respect to any reporting period(s) covered in the applicable report, the Issuer’s Unrestricted Subsidiaries would, individually or to in the aggregate, constitute a “significant subsidiary” (as such direct or indirect parent, as applicable; provided that the same term is accompanied by consolidating information that explains defined in reasonable detail the differences between the information relating Rule 1-02 of Regulation S-X promulgated pursuant to the Parent GuarantorSecurities Act (as such regulation is in effect on the Issue Date)), or to then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the Issuer’s historical practice) selected financial measures of such direct or indirect parent, and any Unrestricted Subsidiaries in the aggregate (separate from the financial information of their respective Subsidiaries other than the Issuer and its Restricted Subsidiaries, on the one hand, and the information relating ).
(d) Notwithstanding anything herein to the Issuercontrary, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand. Delivery of such reports, information and documents will not be deemed 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 Issuer’s compliance have failed to comply with any of its covenants obligations hereunder for purposes of clause (as iii) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to which the Trustee is entitled to rely exclusively on Officers’ Certificates have satisfied its obligations with respect thereto)thereto at such time and any Default with respect thereto shall be deemed to have been cured.
Appears in 3 contracts
Samples: Indenture (Hilton Worldwide Holdings Inc.), Indenture (Hilton Worldwide Holdings Inc.), Indenture (Hilton Worldwide Holdings Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, Act (it being understood understood, that prior to the Trustee shall have no responsibility whatsoever to determine whether any filings have been made 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 relating to the Securities, the Company shall not be required to include in such information any consolidating information, whether in summary form or reports have been posted on such websiteotherwise, with respect to the Subsidiaries of the Company).
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided. In addition, however(x) such requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities 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 such 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 (y) such requirements shall be deemed satisfied with respect to the fiscal quarter ending June 30, 2006 by (1) filing a report on Form 10-Q (or any successor or comparable form), (2) filing such registration statement and/or amendments thereto or (3) making available such information on the Company’s website, in addition to providing such information to the Trustee and the holders (it being understood, that the Trustee Company shall have no responsibility whatsoever not be required to determine include in such information any consolidating information, whether in summary form or not otherwise, with respect to the Issuer has made Subsidiaries of the Company), in each case within 75 days following the end of such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in fiscal quarter. In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational information 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 Issuer’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officers’ Certificates with respect theretoCertificates).
Appears in 3 contracts
Samples: Third Supplemental Indenture (Verso Paper Corp.), Indenture (Verso Sartell LLC), Indenture (Verso Sartell LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 the rules and regulations promulgated by the SEC, from and after the Issuer shall file with Closing Date, the SEC (and provide Company will furnish to the Trustee and make available to Holders with copies thereofand prospective purchasers of the Notes in the manner described in the following paragraph, without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time periods (including any grace period or extension permitted by the SEC) specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations, ):
(1) all financial information that would be required to be contained in an annual reports report on Form 10-K (K, 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 a report on the annual financial statements by the Company’s independent registered public accounting firm;
(2) containing the all financial information that would be required to be contained therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulations, reports a quarterly report on Form 10-Q (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) containing the information all current reports that would be required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after filed with the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports SEC on Form 8-K (K, or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be Company were required to file such information with reports.
(b) Notwithstanding Section 4.06(a), if the SEC if it were Company is not then subject to Section 13 or 15(d) the reporting requirements of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations such reports (A) shall not be required to comply with Section 302, Section 404 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or related Items 307, 308 or 308T of Regulation S-K promulgated by the SEC permit (or any successor provision), (B) shall not be required to comply with Regulation G under the Issuer Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein (or any successor provision), (C) shall not be required to contain any separate financial information contemplated by Rule 3-05, Rule 3-09, Rule 3-10, Rule 3-16, Rule 13-01 or Rule 13-02 of Regulation S-X promulgated by the SEC (or any successor provision), (D) shall not be required to comply with Items 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the SEC (or any direct successor provision), (E) shall not be required to contain segment reporting and disclosure (including any required by FASB Accounting Standards Codification Topic 280) or indirect parent of earnings per share information, (F) shall not be required to contain information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, (G) shall not be required to contain any purchase accounting adjustments related to any transactions permitted under this Indenture to the Issuer extent it is not practicable to report at include any such parent entity’s level on a consolidated basisadjustments in the financial statements, and
(H) shall not be required to contain any exhibits (including any financial statements that would be required to be filed as an exhibit) and (I) shall not be required to comply with rules or regulations promulgated by the SEC concerning Extensible Business Reporting Language (XBRL), (ii) no such parent entity of information and reports referenced under clause (3) above shall be required to be furnished if the Issuer Company determines in its good faith judgment that such event is not engaged in any business in any material respect to the Holders or the business, assets, operations or financial position of Company and its Restricted Subsidiaries, taken as a whole and (iii) trade secrets and other than incidental information that would cause competitive harm to the Company and its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02Restricted Subsidiaries may be excluded from disclosures.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, to the Issuer shallextent not satisfied by the information required to be furnished pursuant to the preceding paragraph, for so long as any Notes are outstanding, and constitute “restricted securities” under Rule 144 under the Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted the Issuer agrees that, in order to furnish the SEC with certain information render such Notes eligible for resale pursuant to Rule 12g3-2(b) of the Exchange Act144A, it will furnish to the 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 unless the Company furnishes such information to the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding .
(d) The requirements set forth in Sections 4.06(a) and 4.06(b) may be satisfied by the foregoingCompany, in its sole discretion, (i) filing the Issuer will be deemed to have furnished required reports with the SEC, (ii) posting the required reports on its website or (iii) delivering such reports referred to above information to the Trustee and posting copies of such information on any website (which may be password-protected and nonpublic, and may be maintained by the Holders if Company or a third party) to which access will be given to Holders, securities analysts and bona fide prospective purchasers of the Issuer has filed Notes, in each case at the Company’s expense and in each case, who agrees to treat such reports with the SEC via the EXXXX filing system and information as confidential or accesses such reports are publicly available; provided, however, information on such password-protected website that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filingwill require a confidentiality acknowledgment.
(ae) So long as any Notes are outstanding, the Company will also: (1) at any time after the Company releases its earnings for any annual or quarterly period, but in no event later than 10 Business Days after furnishing the financial information required by Section 4.06(a)(1) and (2) above, hold a conference call to discuss such financial information and the results of operations for the relevant reporting period (which conference call may, at the option of the Company or such Parent Guarantee is Entity, be the same conference call that the Company’s stockholders and/or equity research analysts are invited to); and (2) issue a press release or otherwise announce (which announcement may be made available on the nonpublic website referred to in effectclause (iii) of the immediately preceding paragraph) no fewer than three 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 conference call and either including all information necessary to access the call or directing noteholders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at the Company to obtain such information.
(bf) 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 annual and quarterly financial information required by this Section 4.06 shall include a reasonably detailed presentation, as determined in good faith by Senior Management, either on the face of the financial statements or in the event that any direct or indirect parent footnotes to the financial statements and in the “Management’s discussion and analysis of financial condition and results of operations” section, of the Issuer is or becomes a guarantor financial condition and results of operations of the Guaranteed Obligations, Company and its Restricted Subsidiaries separate from the Issuer financial condition and results of operations of any Unrestricted Subsidiaries.
(g) The Company may satisfy its obligations under this Section 4.02 4.06 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the a Parent Entity; provided that, if such Parent Entity is not a Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the such Parent GuarantorEntity (and other Parent Entities included in such information, or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer and its Subsidiariesif any), on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors Company and the other its Restricted Subsidiaries of the Issuer 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.
(h) Notwithstanding anything to the contrary set forth above, if the Company or any Parent Entity has furnished the Holders of Notes the reports described in Section 4.06(a) and Section 4.06(c) or held conference calls with respect to the Company or any Parent Entity in accordance with Section 4.06(e), the Company shall be deemed to be in compliance with the provisions of this Section 4.06.
(i) The Trustee shall have no duty to review or analyze reports delivered to it. 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 actual or constructive notice of any information contained therein or determinable from information contained therein, including the IssuerCompany’s compliance with any of its covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates Officer’s Certificates). The Trustee shall have no responsibility or liability for the filing, timeliness or content of any such report, information or other document. 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 thereto)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 2 contracts
Samples: Senior Notes Indenture (Garden SpinCo Corp), Senior Notes Indenture (Neogen Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Company 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(ia) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), 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),
(iib) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q 10Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, it being understood that the Trustee Company shall have no responsibility whatsoever not be required to determine whether deliver any filings have been made reports or certificates pursuant to Items 307 and 308 of Regulation S-K unless required to be filed with the SEC or reports have been posted on such website.
(b) SEC. In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent company of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) . The Issuer shall Company will make such information available to prospective investors upon request. In addition, the Issuer shallCompany has agreed that, for so long as any Securities notes 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided. In addition, howeversuch requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Securities 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 such registration rights agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Trustee shall have no responsibility whatsoever to determine whether or not Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in time requirements set forth. In the event that any direct or indirect parent company of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicableparent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent company and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 2 contracts
Samples: Indenture (Goodman Holding CO), Indenture (Goodman Holding CO)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 2 contracts
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings 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 Issuer Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(ia) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), 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),
(iib) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which the Issuer Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 shall post the Issuer reports specified above on its website within the time periods that would apply if Holdings were required to file those reports with the SEC. In addition, Holdings shall make available such information to prospective purchasers of SecuritiesNotes, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) . In the event that:
(i) the rules and regulations of the SEC permit the Issuer Holdings and any direct or indirect parent company of the Issuer Holdings to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Holdings is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerHoldings, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Holdings shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers’ Certificates with respect theretoCertificates).
Appears in 2 contracts
Samples: Indenture (Borden Chemical Inc), Indenture (Hexion Specialty Chemicals, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in . In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational information 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 Issuer’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officers’ Certificates with respect theretoCertificates).
Appears in 2 contracts
Samples: Indenture (Verso Paper Corp.), Indenture (Verso Paper Corp.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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, from and after the Issuer Issue Date, the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC):periods set forth below,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations 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 (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(ii2) within the 45 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) 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) containing the information required to be contained therein (or required in such successor or comparable form),;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of SecuritiesSeries A Notes, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the HoldersHolders of the Series A Notes, in each case within 15 days after the time the Issuer Company would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d4.03(a). To the extent any such information is not furnished within the time periods specified above in Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Company 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 ActHolders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Series A Notes have declared the principal of, it being understood that premium, if any, interest and any other monetary obligations on all the Trustee then outstanding Series A Notes to be due and payable immediately and such declaration shall have no responsibility whatsoever to determine whether any filings not have been made with the SEC rescinded or reports have been posted on cancelled prior to such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon requestcure. In addition, to the Issuer shallextent not satisfied by the foregoing, for so long as any Securities remain Series A Notes are 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, Company shall 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. 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in In the event that any direct or indirect parent company of the Issuer is or Company becomes a guarantor Guarantor of the Guaranteed ObligationsSeries A Notes, the Issuer Company may satisfy its obligations under in this Section 4.02 4.03 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors Company and the other its Restricted Subsidiaries of the Issuer on a standalone basis, on the other hand. Delivery of such reports.
(c) In connection with the filings with the SEC required pursuant to clauses (1) and (2) above, information the Company shall provide notice of, and documents host, a conference call open to the Trustee is public to discuss the results for informational purposes only 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 Series A Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Securities Act.
(e) Reports filed by the Issuer’s compliance Company with any of its covenants hereunder (as the SEC via the XXXXX system will be deemed to which be filed with the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto)as of the time such reports are filed via XXXXX.
Appears in 2 contracts
Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer shall Holdings will file with the SEC (and provide the Trustee and Holders holders with copies thereof, without cost to each Holderholder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulationsregulations for non-accelerated filers, annual reports on Form 10-K (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 Holdings were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC;
(ii) within the time period specified in the SEC’s rules and regulationsregulations for non-accelerated filers, reports on 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 Holdings were subject to Section 13 or 15(d) of the Exchange Act, except to the extent permitted to be excluded by the SEC;
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), ) that would have been required if Holdings were subject to Section 13 or 15(d) of the Exchange Act; and
(iv) subject to the foregoing, any other information, documents and other reports which the Issuer Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall Holdings will make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries Notes in addition to providing such information to the Trustee and the Holdersholders, in each case within 15 days after the time the Issuer Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition to providing such information to the Trustee, it being understood that Holdings shall make available to the Trustee 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 Holdings 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 have no responsibility whatsoever to determine whether any filings have been made with include a reasonably detailed presentation, either on the SEC face of the financial statements or reports have been posted on 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 websiteUnrestricted 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:
(i) the rules and regulations of the SEC permit the Issuer Holdings and any direct or indirect parent of the Issuer Holdings to report at such parent entity’s level on a consolidated basis, and
(ii) basis and such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of Holdings, or
(ii) any direct or indirect parent of Holdings is or becomes a Guarantor of the IssuerNotes, such Table of Contents consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall 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 any of its Subsidiaries other than Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings, the Subsidiary Guarantors and the other Subsidiaries of Holdings on a standalone basis, on the other hand. In addition, Holdings will make such information available to prospective investors upon request.
(cd) The Issuer shall Holdings will make such information available to prospective investors upon request. In addition, the Issuer Holdings shall, for so long as any Securities Notes remain outstanding during any period when neither it nor another Reporting Entity is not 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 the Holders holders of the Notes and to 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 Holdings will be deemed to have furnished such the reports and information referred to above in this Section 4.02 to the Trustee and the Holders holders if the Issuer Holdings has filed such reports with the SEC via the EXXXX XXXXX filing system (or any successor system) and such reports are publicly available; provided. In addition, howeverthe requirements of this Section 4.02 shall be deemed satisfied (1) 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 the filing with the SEC of the Exchange Offer Registration Statement 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 Trustee shall have no responsibility whatsoever time requirements set forth in Section 4.02(a) or (2) the posting of reports and information that would be required to determine whether be provided to the holders on Holdings’ website (or not the Issuer has made such filingthat of any of Holdings’ parent companies).
(af) So long as Holdings will also hold quarterly conference calls, beginning with the Parent Guarantee is in effectfirst full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes 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 (bii) in of Section 4.02(a) and, prior to the event that any direct 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 indirect parent inform holders of the Issuer is or becomes a guarantor Notes, prospective investors, market makers affiliated with any initial purchaser of the Guaranteed ObligationsNotes and securities analysts how they can obtain such information, including, without limitation, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial applicable password or login information relating to the Issuer by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as (if applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. ).
(g) 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 Issuer’s Issuers’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoCertificates).
Appears in 2 contracts
Samples: Exchange Agreement (Talos Energy Inc.), Exchange Agreement (SAILFISH ENERGY HOLDINGS Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings 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 Issuer Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(ia) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), 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),
(iib) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q 10Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which the Issuer Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Holdings shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, it being understood further, that notwithstanding the foregoing (i) with respect to the fiscal quarter ended September 30, 2003, Holdings may deliver to the Trustee the report described in clause (b) above at any time on or prior to December 31, 2003, (ii) with respect to the full fiscal year ending December 31, 2003, Holdings may deliver to the Trustee the report described in clause (a) above at any time on or prior to April 30, 2004 and, in each case, such reports may (x) exclude the guarantor footnote disclosure required under Rule 3-10 of Regulation S-X and (y) indicate that the Trustee shall have no responsibility whatsoever purchase accounting therein is reflected on a preliminary basis and is subject to determine whether any filings have been made change and (iii) with respect to reports that Holdings is not required to file with the SEC pursuant to the immediately preceding proviso, if the Company and the Guarantors have not at such time failed to comply with their obligations to consummate an exchange offer (or a shelf registration, if applicable) pursuant to the Registration Agreement, such reports have been posted need not include any financial statements for full fiscal years ended on or prior to December 31, 2002 other than such website.
(b) financial statements included in the Offering Memorandum. In the event that:
(i) the rules and regulations of the SEC permit the Issuer Holdings and any direct or indirect parent company of the Issuer Holdings to report at such parent entity’s 's level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Holdings is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerHoldings, such consolidated reporting at such parent entity’s 's level in a manner consistent with that described in this Section 4.02 for the Issuer Holdings shall satisfy this Section 4.02.
(c) The Issuer . Holdings and the Company shall make such information available also furnish to Holders, securities analysts and prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoingAct (it being acknowledged and agreed that, the Issuer will be deemed to have furnished such reports referred to above prior to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever first date on which information is required to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, the Issuer may satisfy its obligations be provided under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to the Parent Guarantor4.02, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to contained in the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other handOffering Memorandum is sufficient for this purpose). 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 Issuer’s Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers’ Certificates with respect thereto' Certificates).
Appears in 2 contracts
Samples: Indenture (Nalco Energy Services Equatorial Guinea LLC), Indenture (Nalco Energy Services Equatorial Guinea LLC)
Reports and Other Information. (a) Notwithstanding that the Issuer 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, from and after the Issuer Issue Date, the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC):periods set forth below,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations 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 (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(ii2) within the 45 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) 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) containing the information required to be contained therein (or required in such successor or comparable form),;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities2017 B Notes, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the HoldersHolders of the 2017 B Notes, in each case within 15 five days after the time the Issuer Company would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d4.03(a). To the extent any such information is not furnished within the time periods specified above in Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Company 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 ActHolders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding 2017 B Notes have declared the principal of, it being understood that premium, if any, interest and any other monetary obligations on all the Trustee then outstanding 2017 B Notes to be due and payable immediately and such declaration shall have no responsibility whatsoever to determine whether any filings not have been made with the SEC rescinded or reports have been posted on cancelled prior to such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon requestcure. In addition, to the Issuer shallextent not satisfied by the foregoing, for so long as any Securities remain 2017 B Notes are 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, Company shall 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. 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in In the event that any direct or indirect parent company of the Issuer is or Company becomes a guarantor Guarantor of the Guaranteed Obligations2017 B Notes, the Issuer Company may satisfy its obligations under in this Section 4.02 4.03 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors Company and the other its Restricted Subsidiaries of the Issuer on a standalone basis, on the other hand. Delivery of such reports.
(c) In connection with the filings with the SEC required pursuant to clauses (1) and (2) above, information the Company shall provide notice of, and documents host, a conference call open to the Trustee is public to discuss the results for informational purposes only 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 2017 B Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto)Securities Act.
Appears in 2 contracts
Samples: Indenture (CC Media Holdings Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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, from and after the Issuer Issue Date, the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC):periods set forth below,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations 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 (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(ii2) within the 45 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) 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) containing the information required to be contained therein (or required in such successor or comparable form),;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities2017 A Notes, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the HoldersHolders of the 2017 A Notes, in each case within 15 five days after the time the Issuer Company would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d4.03(a). To the extent any such information is not furnished within the time periods specified above in Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Company 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 ActHolders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding 2017 A Notes have declared the principal of, it being understood that premium, if any, interest and any other monetary obligations on all the Trustee then outstanding 2017 A Notes to be due and payable immediately and such declaration shall have no responsibility whatsoever to determine whether any filings not have been made with the SEC rescinded or reports have been posted on cancelled prior to such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon requestcure. In addition, to the Issuer shallextent not satisfied by the foregoing, for so long as any Securities remain 2017 A Notes are 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, Company shall 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. 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in In the event that any direct or indirect parent company of the Issuer is or Company becomes a guarantor Guarantor of the Guaranteed Obligations2017 A Notes, the Issuer Company may satisfy its obligations under in this Section 4.02 4.03 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors Company and the other its Restricted Subsidiaries of the Issuer on a standalone basis, on the other hand. Delivery of such reports.
(c) In connection with the filings with the SEC required pursuant to clauses (1) and (2) above, information the Company shall provide notice of, and documents host, a conference call open to the Trustee is public to discuss the results for informational purposes only 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 2017 A Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto)Securities Act.
Appears in 2 contracts
Samples: Indenture (Clear Channel Communications Inc), Indenture (Clear Channel Outdoor Holdings, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 the rules and regulations promulgated by the SECCommission, the Issuer shall Company will file with the SEC Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SECregulations):
(i1) within all quarterly and annual financial information that would be required to be contained in a filing with the time period specified in the SEC’s rules Commission on Forms 10-Q (or any successor or comparable form) and regulations, annual reports on Form 10-K (or any successor or comparable form) containing if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and
(2) all current reports that would be required to be contained therein (or required in such successor or comparable form),
(ii) within filed with the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports Commission on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which if the Issuer would be Company were required to file such reports, in each case, in a manner that complies in all material respects with the SEC if it were subject to requirements specified in such form.
(b) Notwithstanding Section 13 or 15(d) of 4.06(a), the Exchange Act; provided, however, that the Issuer shall Company will not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event so long as the Issuer shall make Company provides such information to the Trustee and the Holders and makes available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the HoldersNotes, in each case within 15 days after at the time Company’s expense and by the Issuer applicable date the Company would be required to file such information with the SEC if it were subject pursuant to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request4.06(a). In addition, to the Issuer shallextent not satisfied by the foregoing, for so long as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of Notes are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, Company will furnish to the Holders and to prospective investorspurchasers of the Notes, 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 .
(c) The requirements set forth in Sections 4.06(a) and 4.06(b) may be deemed to have furnished satisfied by delivering such reports referred to above information to the Trustee and posting copies of such information on a website (which may be non-public and may be maintained by the Company or a third party) to which access will be given to Holders if and prospective purchasers of the Issuer has filed such reports with the SEC via the EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filingNotes.
(ad) So long If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries 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 Guarantee is in effectCompany, then the quarterly and annual financial information required by this Section 4.06 shall include a reasonably detailed presentation, either on the face of the financial statements or (b) in the event that any direct or indirect parent footnotes thereto, and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, of the Issuer is or becomes a guarantor financial condition and results of operations of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer Company and its Subsidiaries, on Restricted Subsidiaries separate from the one hand, financial condition and results of operations of the information relating to the Issuer, the Subsidiary Guarantors and the other Unrestricted Subsidiaries of the Issuer on a standalone basis, on the other hand. Company.
(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 IssuerCompany’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoCertificates).
Appears in 2 contracts
Samples: Senior Secured Notes Indenture (CIMPRESS PLC), Note and Warrant Purchase Agreement (CIMPRESS PLC)
Reports and Other Information. (a) Notwithstanding that the Issuer 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, from and after the Issuer Issue Date, the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within no later than 15 days after it files them with the SEC):periods set forth below,
(i1) within the 90 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations 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 (K, or any successor or comparable form) , containing the information required to be contained therein (therein, or required in such successor or comparable form),;
(ii2) within the 45 days (or any other time period specified then in effect under the SEC’s rules and regulationsregulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) 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) containing the information required to be contained therein (or required in such successor or comparable form),;
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations)reported, such other reports on Form 8-K (K, or any successor or comparable form), ; and
(iv4) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; providedin each case, however, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of SecuritiesSeries B Notes, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the HoldersHolders of the Series B Notes, in each case within 15 days after the time the Issuer Company would be have been required to file such information with the SEC if it were subject as required pursuant to this Section 13 or 15(d4.03(a). To the extent any such information is not furnished within the time periods specified above in Section 4.03(a) and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Company 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 ActHolders under Article 6 hereof if Holders of at least 25.0% in principal amount of the then total outstanding Series B Notes have declared the principal of, it being understood that premium, if any, interest and any other monetary obligations on all the Trustee then outstanding Series B Notes to be due and payable immediately and such declaration shall have no responsibility whatsoever to determine whether any filings not have been made with the SEC rescinded or reports have been posted on cancelled prior to such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon requestcure. In addition, to the Issuer shallextent not satisfied by the foregoing, for so long as any Securities remain Series B Notes are 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, Company shall 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. 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in In the event that any direct or indirect parent company of the Issuer is or Company becomes a guarantor Guarantor of the Guaranteed ObligationsSeries B Notes, the Issuer Company may satisfy its obligations under in this Section 4.02 4.03 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors Company and the other its Restricted Subsidiaries of the Issuer on a standalone basis, on the other hand. Delivery of such reports.
(c) In connection with the filings with the SEC required pursuant to clauses (1) and (2) above, information the Company shall provide notice of, and documents host, a conference call open to the Trustee is public to discuss the results for informational purposes only 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 Series B Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Securities Act.
(e) Reports filed by the Issuer’s compliance Company with any of its covenants hereunder (as the SEC via the XXXXX system will be deemed to which be filed with the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto)as of the time such reports are filed via XXXXX.
Appears in 2 contracts
Samples: Indenture (Clear Channel Outdoor Holdings, Inc.), Indenture (Clear Channel Outdoor Holdings, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
), (i) within the time period specified in the SEC’s rules and regulations, 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),
) (ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
, (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
and (iv) any other information, documents and other reports which the Issuer 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, within the time period the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer shall Company will make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 2 contracts
Samples: Indenture (Volume Services America Inc), Indenture (Volume Services America Holdings Inc)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and SEC(and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Global Group, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), 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),
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided. In addition, howeversuch requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities 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 such registration rights agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Trustee shall have no responsibility whatsoever to determine whether or not Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the Issuer has made such filing.
(a) So long as the Parent Guarantee is time requirements set forth in effect, or (b) in Section 4.02(a). In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX EDGAR filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Global Group, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available put such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(ae) So long as the Parent Guarantee is in effect, or (b) in In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent; provided, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. .
(f) Delivery of such reports, information and documents under this Section 4.02 to the Trustee is for informational information 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 Issuer’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (Verso Paper Holdings LLC)
Reports and Other Information. (a) Notwithstanding that The Borrower shall provide the Issuer may not Administrative Agent for distribution to the Lenders, within 15 days after the time the Borrower would otherwise be required to file such information with the SEC if it were 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):Act,
(i) within the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulations, quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Borrower would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Borrower and any direct or indirect parent of the Issuer Borrower to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Borrower is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerBorrower, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 6.02 for the Issuer Borrower shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request6.02. In addition, the Issuer shall, for so long as any Securities 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 SEC such requirements shall be deemed satisfied with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish respect to the Holders and to prospective investorsfiscal year ending March 31, upon their request2007, the by providing such 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 Administrative Agent within 90 days following the Holders if the Issuer has filed end of such reports with the SEC via the EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in fiscal year. In the event that any direct or indirect parent of the Issuer is or becomes a guarantor of Borrower guarantees the Guaranteed ObligationsLoans, the Issuer Borrower may satisfy its obligations under this Section 4.02 6.02 with respect to financial information relating to the Issuer Borrower by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Borrower and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors Borrower and the other Subsidiaries of the Issuer Borrower on a standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Credit Agreement (Rexnord Corp)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as . In addition, such requirements shall be deemed satisfied prior to the Parent Guarantee is commencement, if required, of the exchange offer contemplated by the Registration Rights Agreement relating to the Securities 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 effectaccordance with the provisions of such Registration Rights Agreement, or (b) 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). In the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed ObligationsGuarantor, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Plastics Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 4B.02 for the Issuer Company shall satisfy this Section 4.024B.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in . In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 4B.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational information 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).constructive
Appears in 1 contract
Samples: Indenture (Verso Paper Holdings LLC)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
), (i) within the time period specified in the SEC’s rules and regulations, 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),
) (ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
, (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
and (iv) 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, 37 within the time period the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (American Seafoods Corp)
Reports and Other Information. (a) Notwithstanding that Whether or not required by the 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, so long as any Notes are outstanding, the Issuer shall file Company will furnish to the holders (with a copy to the SEC (and provide the Trustee and Holders with copies thereofTrustee), without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports by which the Issuer Company would be required to file such information or reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, Act as a non-accelerated filer:
(i) all quarterly and annual information that the Issuer shall not would be so obligated required to file such be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the SEC does not permit Company were required to file such filing, in which event the Issuer shall make available such information to prospective purchasers of Securitiesreports, including by posting such reports a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the primary website of annual financial statements by the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company’s independent registered public accounting firm; and
(ii) all current reports that would be required to file such information be filed with the SEC on Form 8-K (or any successor or comparable form) if it the Company were subject required to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on file such websitereports.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, and
(ii) basis and such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall 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 any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Guarantors and the other Subsidiaries of the Company on a stand-alone basis, on the other hand.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities Notes 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 SEC with certain the information pursuant to Rule 12g3-2(b) of the Exchange Actrequired by this covenant, furnish to the Holders and holders of the Notes, to bona fide prospective investors, market makers affiliated with any initial purchaser of the Notes, and any bona fide securities analyst, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligation to furnish such information by making such information available electronically (including by posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, bona fide prospective investor, market maker affiliated with any initial purchaser of the Notes or bona fide securities analyst, in each case, who provides to the Company its email address, employer name and other information reasonably requested by the Company. For purposes of this covenant, any prospective investor or securities analyst shall be deemed “bona fide” if it certifies it is “bona fide.” The Company has further agreed, for so long as any Notes 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 SEC with the information required by this Section 4.02, within 15 Business Days after furnishing to the Trustee the annual and quarterly reports required by Sections 4.02(a)(i) and (ii), to hold a conference call to discuss with holders such reports and the results of operations for the relevant reporting period.
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the Holders holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system (or successor electronic filing system) and such reports are publicly available; provided, however, it being understood that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made if such filinginformation is publicly available.
(ae) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto)only.
Appears in 1 contract
Samples: Indenture (MULTI COLOR Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided. In addition, howeversuch requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities 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 such registration rights agreement, and any amendments thereto and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is time requirements set forth in effect, or (b) in Section 4.02(a). In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Rexnord Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings 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 Issuer Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(ia) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), 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),
(iib) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q 10Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which the Issuer Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Holdings shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, Holdings shall, for so long as any notes are outstanding, 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 (it being understood that acknowledged and agreed that, prior to the Trustee shall have no responsibility whatsoever first date on which the information is required to determine whether any filings have been made with be provided under this Section 4.02, the SEC or reports have been posted on such website.
(b) information contained in the Offering Circular is sufficient for this purpose). In the event that:
(i) the rules and regulations of the SEC permit the Issuer Holdings and any direct or indirect parent company of the Issuer Holdings to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Holdings is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerHoldings, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Holdings shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 IssuerCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (Nalco Holding CO)
Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject The Company shall furnish to the reporting requirements of Section 13 or 15(d) of Trustee 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):following:
(i) within 15 days after the time period specified in date by which the annual report on Form 10-K of the Company for each fiscal year is required to be filed pursuant to the SEC’s rules and regulationsregulations (after giving effect to any extension thereof), the annual reports report 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),, except to the extent permitted to be excluded by the SEC;
(ii) within 15 days after the time period specified in date by which the quarterly report on Form 10-Q of the Company for each of the first three fiscal quarters of each fiscal year is required to be filed pursuant to the SEC’s rules and regulationsregulations (after giving effect to any extension thereof), reports the quarterly report on Form 10-Q (or any successor or comparable form) 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;
(iii) promptly from time to time after the occurrence same becomes publicly available, copies of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), all such other current reports on Form 8-K (or any successor or comparable form), except to the extent permitted to be excluded by the SEC; and
(iv) subject to the foregoing, any other information, documents and other reports which the Issuer would be Company is required to file with the SEC if it were subject pursuant to Section 13 or and 15(d) of the Exchange Act; . provided, however, that the Issuer Company shall not be so obligated to file or furnish, as applicable, such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall Company will make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holdersholders, in each case case, within 15 days after the time the Issuer Company would be required to file or furnish, as applicable such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act as provided above (after giving effect to any extension thereof); 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); provided, however, that textual disclosure of assets, revenue, EBITDA and liabilities of Subsidiaries that are not Guarantors (if any) shall be included. Substantially concurrently with furnishing the foregoing information to the Trustee, the Company shall use its commercially reasonable efforts to make available to the holders, bona fide prospective investors in the Notes (which prospective investors may be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, institutional “accredited investors” as described in Rule 501(a)(1), (2), (3) or (7) under 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 satisfaction of the Company) and securities analysts (solely to the extent providing analysis of an investment in the Notes) the foregoing information, by posting such information to its website, with the SEC via the XXXXX filing system (or any successor thereto) or on IntraLinks or any comparable online data system or website, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have if such information has been posted on any website. Delivery of such websitereports, 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 Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report.
(b) In The Company may condition the event that:
delivery of any information pursuant to this Section 4.02 (other than the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act) on the agreement of such Persons to (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at treat all such parent entity’s level on a consolidated basisinformation as confidential, and
(ii) not use such parent entity information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such information. The Company may deny access to any competitively sensitive information and reports otherwise to be provided pursuant to this covenant to any Person that is a competitor of the Issuer is not engaged Company or its Subsidiaries to the extent that the Company determines in any business in any material respect other than incidental good faith that the provision of such information and reports to such Person would be competitively harmful to the Company and its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02Subsidiaries.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities Notes 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. .
(d) The Company will furnish to the Notes Collateral Agent, on a quarterly basis, written notice of any change in the (i) legal name of the Company or any Guarantor, (ii) jurisdiction of organization or formation of the Company or any Guarantor, (iii) identity or corporate structure of the Company or any Guarantor and (iv) location of the registered office or chief executive office of the Company or any Guarantor.
(e) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the Holders holders if the Issuer Company has filed such reports with with, or furnished such reports to, as the case may be, the SEC via the EXXXX XXXXX filing system (or any successor thereto) and such reports are publicly available; provided, however, it being understood that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer if such information has made such filingbeen posted on any website.
(af) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee or the Notes Collateral Agent pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s or the Notes Collateral Agent’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuerCompany’s compliance with any of its covenants hereunder under this Indenture, the Notes, the Guarantees or the Security Documents (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoOfficer’s Certificates).
Appears in 1 contract
Samples: Indenture (TheRealReal, Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), ) such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 4A.02 for the Issuer Company shall satisfy this Section 4.024A.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in . In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 4A.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational information 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 Issuer’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (Verso Paper Holdings LLC)
Reports and Other Information. (a) Notwithstanding that Whether or not required by the 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, so long as any Notes are outstanding, the Issuer shall file Company will furnish to the holders (with a copy to the SEC (and provide the Trustee and Holders with copies thereofTrustee), without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports by which the Issuer Company would be required to file such information or reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, Act as a non-accelerated filer:
(i) all quarterly and annual information that the Issuer shall not would be so obligated required to file such be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the SEC does not permit Company were required to file such filing, in which event the Issuer shall make available such information to prospective purchasers of Securitiesreports, including by posting such reports a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the primary website of annual financial statements by the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company’s independent registered public accounting firm; and
(ii) all current reports that would be required to file such information be filed with the SEC on Form 8-K (or any successor or comparable form) if it the Company were subject required to Section 13 or 15(dfile such reports. The financial information required by clause (i) of the Exchange Act, it being understood that immediately preceding paragraph will be required to include a footnote presenting the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with condensed consolidating financial information specified in Rule 3-10(f)(4) of Regulation S-X promulgated by the SEC (or reports have been posted on any successor provisions) and textual disclosure of EBITDA if the non-Guarantors whose results are required to be consolidated for the purposes of presentation in accordance with GAAP of consolidated financial statements of the Company and its subsidiaries, if taken together as one subsidiary, would constitute a Significant Subsidiary of the Company for any of the periods presented in such websitefinancial information.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, and
(ii) basis and such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall 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 any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Guarantors and the other Subsidiaries of the Company on a stand-alone basis, on the other hand.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities Notes 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 SEC with certain the information pursuant to Rule 12g3-2(b) of the Exchange Actrequired by this Section 4.02, furnish to the Holders and holders of the Notes, to bona fide prospective investors, market makers affiliated with any initial purchaser of the Notes, and any bona fide securities analyst, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligation to furnish such information by making such information available electronically (including by posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, bona fide prospective investor, market maker affiliated with any initial purchaser of the Notes or bona fide securities analyst, in each case, who provides to the Company its email address, employer name and other information reasonably requested by the Company. For purposes of this Section 4.02, any prospective investor or securities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the Holders holders if the Issuer Company has filed or submitted such reports with the SEC via the EXXXX XXXXX filing system (or successor electronic filing system) and such reports are publicly available; provided, however, it being understood that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made if such filinginformation is publicly available.
(ae) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 IssuerCompany’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (Enpro Industries, Inc)
Reports and Other Information. (a) Notwithstanding that Whether or not required by the 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, so long as any Notes are outstanding, the Issuer shall file Company will furnish to the holders (with a copy to the SEC (and provide the Trustee and Holders with copies thereofTrustee), without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports by which the Issuer Company would be required to file such information or reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, Act as a non-accelerated filer:
(i) all quarterly and annual information that the Issuer shall not would be so obligated required to file such be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the SEC does not permit Company were required to file such filing, in which event the Issuer shall make available such information to prospective purchasers of Securitiesreports, including by posting such reports a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the primary website of annual financial statements by the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company’s independent registered public accounting firm; and
(ii) all current reports that would be required to file such information be filed with the SEC on Form 8-K (or any successor or comparable form) if it the Company were subject required to Section 13 or 15(dfile such reports. The financial information required by clause (i) of the Exchange Act, it being understood that immediately preceding paragraph will be required to include a footnote presenting the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with condensed consolidating financial information specified in Rule 3-10(f)(4) of Regulation S-X promulgated by the SEC (or reports have been posted on any successor provisions) and textual disclosure of EBITDA if the non-Guarantors whose results are required to be consolidated for the purposes of presentation in accordance with GAAP of consolidated financial statements of the Company and its subsidiaries, if taken together as one subsidiary, would constitute a Significant Subsidiary of the Company for any of the periods presented in such websitefinancial information.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, and
(ii) basis and such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall 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 any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Guarantors and the other Subsidiaries of the Company on a stand-alone basis, on the other hand.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities Notes 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 SEC with certain the information pursuant to Rule 12g3-2(b) of the Exchange Actrequired by this covenant, furnish to the Holders and holders of the Notes, to bona fide prospective investors, market makers affiliated with any initial purchaser of the Notes, and any bona fide securities analyst, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligation to furnish such information by making such information available electronically (including by posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, bona fide prospective investor, market maker affiliated with any initial purchaser of the Notes or bona fide securities analyst, in each case, who provides to the Company its email address, employer name and other information reasonably requested by the Company. For purposes of this covenant, any prospective investor or securities analyst shall be deemed “bona fide” if it certifies it is “bona fide.”
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the Holders holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system (or successor electronic filing system) and such reports are publicly available; provided, however, it being understood that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made if such filinginformation is publicly available.
(ae) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 IssuerCompany’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (Enpro Industries, Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer Holdings 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 Issuer Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(ia) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), 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),
(iib) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q 10Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which the Issuer Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Holdings shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Holdings shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, Holdings shall, for so long as any notes are outstanding, 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 (it being understood that acknowledged and agreed that, prior to the Trustee shall have no responsibility whatsoever first date on which the information is required to determine whether any filings have been made with be provided under this Section 4.02, the SEC or reports have been posted on such website.
(b) information contained in the Offering Memorandum is sufficient for this purpose). In the event that:
(i) the rules and regulations of the SEC permit the Issuer Holdings and any direct or indirect parent company of the Issuer Holdings to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Holdings is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerHoldings, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Holdings shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, provided that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, the Issuer may satisfy Company satisfies its obligations under this Section 4.02 with respect though such parent entity reporting, the Company shall also provide applicable periodic summary guarantor/non-guarantor disclosure similar to financial that set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Offering Memorandum to holders within 90 days after the end of each fiscal year and 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such summary disclosure shall be provided to Holders by inclusion in the periodic filings of such reporting parent entity, through filings of reports on Form 8-K by the Company or such parent entity or by posting of such summary disclosure on the investor relations or other comparable area of Parent’s website (and providing such information relating to the Issuer by furnishing financial information relating Trustee for distribution to the Parent Guarantor, or to holders concurrently with such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other handinternet posting). 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 IssuerCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (Nalco Holding CO)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided. In addition, howeversuch requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities 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 such Registration Agreement, and any amendments thereto if such Registration Statement and/or amendments thereto are filed at times that otherwise satisfy the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is time requirements set forth in effect, or (b) in Section 4.02(a). In the event that any direct or indirect parent of the Issuer is or becomes a guarantor Note Guarantor of the Guaranteed ObligationsSecurities, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Note Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Kerr Group Inc)
Reports and Other Information. (a) Notwithstanding From and after the Escrow Release Date, notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.. -43-
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Global Group Inc)
Reports and Other Information. (a) Notwithstanding that Whether or not required by the 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 of the SEC, so long as any Notes are outstanding, the Issuer shall file with provide to the SEC (Holders and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
(i) within copies of the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing and of the information required to be contained therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Issuer would be required to file with the SEC if it were subject pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, that Act and (ii) cash and cash equivalents balance for each of the Issuer and the Operating Company, separately, for each quarterly and annual reporting period. The Issuer shall not be so obligated deemed to file have complied with the previous sentence to the extent that such information, documents and reports are filed with the SEC if the SEC does not permit such filingvia EXXXX, in which event the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such websitesuccessor electronic delivery procedure.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to shall furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to prospective investors, 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. Notwithstanding .
(c) To the foregoingextent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer will shall be deemed to have furnished satisfied its obligations with respect thereto at such reports referred time and any Default with respect thereto shall be deemed to above to the Trustee and the Holders if the Issuer has filed such reports with the SEC via the EXXXX filing system and such reports are publicly available; provided, however, that the have been cured.
(d) The Trustee shall have no liability or responsibility whatsoever to determine whether for the filing, delivery, timeliness or not the Issuer has made such filing.
content of any report required or delivered hereunder or in connection herewith (a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoreport required under Section 7.02 hereof).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that Whether or not required by the 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 of the SEC, so long as any Notes are outstanding, the Issuer shall file Company will furnish to the holders (with a copy to the SEC (and provide the Trustee and Holders with copies thereofTrustee), without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports by which the Issuer Company would be required to file such information or reports with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, Act as a non-accelerated filer:
(i) all quarterly and annual information that the Issuer shall not would be so obligated required to file such be contained in reports on Forms 10-Q and 10-K (or any successor or comparable form) required to be filed with the SEC if the SEC does not permit MCC were required to file such filing, in which event the Issuer shall make available such information to prospective purchasers of Securitiesreports, including by posting such reports a “Management’s discussion and analysis of financial condition and results of operations” and, with respect to the annual information only, a report on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer annual financial statements by MCC’s independent registered public accounting firm; and
(ii) all current reports that would be required to file such information be filed with the SEC on Form 8-K (or any successor or comparable form) if it MCC were subject required to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on file such websitereports.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, and
(ii) basis and such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Notes, consolidating reporting at such the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall 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 MCC 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 any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Guarantors and the other Subsidiaries of the Company on a stand-alone basis, on the other hand.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities Notes 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 SEC with certain the information pursuant to Rule 12g3-2(b) of the Exchange Actrequired by this Section 4.02, furnish to the Holders and holders of the Notes, to bona fide prospective investors, market makers affiliated with any Initial Purchaser of the Notes, and any bona fide securities analyst, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligation to furnish such information by making such information available electronically (including by posting to a non-public, password-protected website maintained by the Company or a third party) to any holder, bona fide prospective investor, market maker affiliated with any Initial Purchaser of the Notes or bona fide securities analyst, in each case, who provides to the Company its email address, employer name and other information reasonably requested by the Company. For purposes of this Section 4.02, any prospective investor or securities analyst shall be deemed “bona fide” if it certifies it is “bona fide.” The Company has further agreed, for so long as any Notes 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 SEC with the information required by this Section 4.02, within fifteen (15) Business Days after furnishing to the Trustee the annual and quarterly reports required by Sections 4.02(a)(i) and (ii), to hold a conference call to discuss with holders such reports and the results of operations for the relevant reporting period.
(d) Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such the reports referred to above in this Section 4.02 to the Trustee and the Holders holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system (or successor electronic filing system) and such reports are publicly available; provided, however, it being understood that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made if such filinginformation is publicly available.
(ae) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto)only.
Appears in 1 contract
Samples: Indenture (MULTI COLOR Corp)
Reports and Other Information. (a) Notwithstanding From and after the Escrow Release Date, notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Global Group Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulationsregulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulationsregulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),, and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and Rexnord Corporation or any other direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) Company files reports as set forth above and such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, or
(ii) for so long as Rexnord Corporation or any other direct or indirect parent of the Company is a Guarantor of the Securities, such consolidated consolidating reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall Company will satisfy this Section 4.024.02 and this Indenture will permit the Company to satisfy its obligations in this Section 4.02 by furnishing 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 any of its Subsidiaries other than the Issuers and their Subsidiaries, on the one hand, and the information relating to the Issuers and the Subsidiaries of the Issuers on a standalone basis, on the other hand.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of any such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuerCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates or certificates or statements delivered to the Trustee pursuant to Section 4.09). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, compliance with the covenants or with respect thereto)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 (Rexnord Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it the Company files them with the SEC):
(i) within the time period specified in the SEC’s rules and regulations, 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),;
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),; and
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form); provided, and
however, that (iv1) any other information, documents and other reports which if the Issuer would be required to file with the SEC if it were Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer Company may complete any such reports as though our only registered securities are non-convertible debt securities and (2) 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 event, the Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries notes in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it the Company were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 Company shall be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system (or any successor system) or, if the Company is not subject to reporting under Section 13 or 15(d) of the Exchange Act and are not permitted to file such reports are with the SEC, if the Company posts such reports on its publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filingavailable website.
(ac) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 IssuerCompany’s compliance with any of its the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates with respect theretodelivered under this Indenture).
Appears in 1 contract
Samples: Indenture (SemGroup Corp)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Global Group Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulationsregulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulationsregulations for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; subject, it being understood that in the Trustee shall have no responsibility whatsoever case of any such information, certificates or reports provided prior to determine whether any filings have been made the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, to exceptions consistent with the SEC presentation of financial information in the Offering Circular. Notwithstanding the foregoing, the Company shall not be required to furnish any information, certificates or reports have been posted on such websiterequired 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:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, and
(ii) basis and such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, or
(ii) any direct or indirect parent of the Company is or becomes a Guarantor of the Securities, such consolidated consolidating reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall Company will satisfy this Section 4.024.02 and this Indenture will permit the Company 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 any of its Subsidiaries other than the Issuers and their Subsidiaries, on the one hand, and the information relating to the Issuers, the Guarantors and the other Subsidiaries of the Issuers on a standalone basis, on the other hand.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided. In addition, however, that such requirements shall be deemed satisfied prior to the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent commencement of the Issuer is or becomes a guarantor of exchange offer contemplated by the Guaranteed Obligations, the Issuer may satisfy its obligations under this Section 4.02 with respect to financial information Registration Agreement relating to the Issuer Securities or the effectiveness of the shelf registration statement by furnishing financial information relating to (1) the Parent Guarantor, or to filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parentRegistration 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 their respective Subsidiaries other than reports that would be required to be provided to the Issuer Trustee and its Subsidiaries, the Holders on the one hand, and Company’s public website (or the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries public website of the Issuer on a standalone basis, on the other handany of its parent companies). Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of any such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuerCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoor certificates or statements delivered to the Trustee pursuant to Section 4.09).
Appears in 1 contract
Samples: Indenture (RBS Global Inc)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC):
(i) ), within the time period periods specified in the SEC’s rules and regulations, :
(i) annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulations, quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other current reports on Form 8-K (or any successor or comparable form), following the occurrence of an event required to be therein reported, and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 4B.02 for the Issuer Company shall satisfy this Section 4.024B.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in . In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 4B.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational information 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).of
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost thereof by posting such information on its primary website),
(1) as soon as available and in any event on or before the date on which such reports would be required to each Holder, within 15 days after it files them be filed with the SEC):
SEC (iif the Issuer were a non-accelerated filer subject to Section 13 or 15(d) within of the time period specified in the SEC’s rules and regulationsExchange Act), 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),, 509335-1996-14206-13941291
(ii2) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulationsSEC (if the Issuer were a non-accelerated filer subject to Section 13 or 15(d) of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii3) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv4) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent that complies in all material respects with that described the requirements specified in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actform. 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 (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 via the EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that If at any time any direct or indirect parent of the Issuer (x) is or becomes a guarantor of the Guaranteed ObligationsNotes (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 (or any successor provision), the reports, information and other documents required to 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 available to prospective investors upon request. In addition, the Issuer may satisfy has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, it will furnish to the Holders of the Notes and to 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 obligations under 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 4.02 with respect to 4.03 shall include a reasonably detailed unaudited discussion (as determined in good faith by senior management of the Issuer) of the financial information relating to the Issuer by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, condition and any results of their respective Subsidiaries other than operations of the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Restricted Subsidiaries of the Issuer on a standalone basisseparate from the financial condition and results of operations of the Unrestricted Subsidiaries. 509335-1996-14206-13941291
(e) Notwithstanding anything herein to the contrary, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect theretoOfficer’s Certificates).
Appears in 1 contract
Samples: Indenture (Realogy Holdings Corp.)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Plastics Group Inc)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, this Indenture will permit the Issuer may to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (BPRex Delta Inc.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(ia) within 90 days after the time end of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulationsSEC if the Company were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), 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),
(iib) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such longer period specified in as may be permitted by the SEC’s rules and regulationsSEC if the Company were then subject to such SEC reporting requirements as a required filer, voluntary filer or otherwise), quarterly reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iiic) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(ivd) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available put such information to prospective purchasers of Securitieson its website, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. For avoidance of doubt, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations obligations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in Company under this Section 4.02 for shall commence with respect to the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon requestCompany’s first fiscal quarter that ends after the Issue Date. In addition, to the Issuer extent not satisfied by the foregoing, the Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, 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. Notwithstanding the foregoing, the Issuer Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer it has filed such reports with the SEC via the EXXXX XXXXX filing system (or any successor thereto) and such reports are publicly available; provided. Notwithstanding the foregoing, however, that the Trustee shall have no responsibility whatsoever requirement to determine whether or not provide the Issuer has made such filing.
information and reports referred to in clauses (a) So long as the Parent Guarantee is in effect, or and (b) above shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of a Shelf Registration Statement relating to the registration of the Securities under the Securities Act by the filing (within the time periods specified for such filings in the registration rights agreement) with the SEC of a registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X under the Securities Act. In the event that that:
(i) the rules and regulations of the SEC permit the Company and any direct or indirect parent company of the Company to report at such parent entity’s level on a consolidated basis and such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Company, or
(ii) any direct or indirect parent of the Issuer is or Company becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer may satisfy its obligations under such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 with respect to financial information relating to for the Issuer by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicableCompany will satisfy this Section 4.02; provided that the same such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors Company and the other its Subsidiaries of the Issuer on a standalone 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 receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuerCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (TPC Group Inc.)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),, NY1:1657728.6 S-
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to the Trustee and each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, Act (it being understood understood, that prior to the Trustee shall have no responsibility whatsoever to determine whether any filings have been made 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 relating to the Securities, the Company shall not be required to include in such information any consolidating information, whether in summary form or reports have been posted on such websiteotherwise, with respect to the Subsidiaries of the Company).
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 4A.02 for the Issuer Company shall satisfy this Section 4.024A.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided. In addition, however(x) such requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities 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 such 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 4A.02(a) and (y) such requirements shall be deemed satisfied with respect to the fiscal quarter ending June 30, 2006 by (1) filing a report on Form 10-Q (or any successor or comparable form), (2) filing such registration statement and/or amendments thereto or (3) making available such information on the Company’s website, in addition to providing such information to the Trustee and the holders (it being understood, that the Trustee Company shall have no responsibility whatsoever not be required to determine include in such information any consolidating information, whether in summary form or not otherwise, with respect to the Issuer has made Subsidiaries of the Company), in each case within 75 days following the end of such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in fiscal quarter. In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 4A.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. Delivery of such reports, information and documents to the Trustee is for informational information 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 Issuer’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officers’ Certificates with respect theretoCertificates).
Appears in 1 contract
Samples: Indenture (Verso Paper Corp.)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulationsSEC (if the Company were subject to Section 13 or 15(d) of the Exchange Act), 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),
(ii) within as soon as available and in any event on or before the time period specified in date on which such reports would be required to be filed with the SEC’s rules and regulationsSEC (if the Company were subject to Section 13 or 15(d) of the Exchange Act), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), 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),
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.. TRDOCS01/76765.8
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX EDGAR filing system and such reports are publicly available; providedpublixxx xvailable. In addition, howeversuch requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities 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 such registration rights agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Trustee shall have no responsibility whatsoever to determine whether or not Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the Issuer has made such filing.
(a) So long as the Parent Guarantee is time requirements set forth in effect, or (b) in Section 4.02(a). In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):
upon their request), (i) within the time period specified in the SEC’s rules and regulations, 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),
) (ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
, (iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
and (iv) 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, within the time period the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of SecuritiesNotes, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the HoldersHolders upon their request, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is in effect, or (b) in the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed Obligations, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (American Seafoods Corp)
Reports and Other Information. (a) Notwithstanding that the 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 Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within the time period specified in the SEC’s rules and regulations, 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),
(ii) within the time period specified in the SEC’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) 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; provided, however, that 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 the Issuer shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Issuer, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer shall satisfy this Section 4.02.
(c) The Issuer shall make such information available to prospective investors upon request. In addition, the Issuer shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to 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 EXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as . In addition, such requirements shall be deemed satisfied prior to the Parent Guarantee is commencement, if required, of the exchange offer contemplated by the Registration Rights Agreement relating to the Securities 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 effectaccordance with the provisions of such Registration Rights Agreement, or (b) 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). In the event that any direct or indirect parent of the Issuer is or becomes a guarantor of the Guaranteed ObligationsGuarantor, 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 the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective 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 standalone basis, on the other hand. 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (Berry Plastics Corp)
Reports and Other Information. (a) Notwithstanding that the Issuer 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 Issuer Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC):),
(i) within 90 days after the time end of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(ii) within 45 days after the time end of each of the first three fiscal quarters of each fiscal year (or such shorter period specified in as may be required by the SEC’s rules and regulations), reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained filed therein (or required in such successor or comparable form),
(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time period specified in for filing current reports on Form 8-K by the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and
(iv) any other information, documents and other reports which the Issuer Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer 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 Issuer Company shall make available such information to prospective purchasers of Securities, including by posting such reports on the primary website of the Issuer Company or its Subsidiaries in addition to providing such information to the Trustee and the Holders, in each case within 15 days after the time the Issuer Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, it being understood that the Trustee shall have no responsibility whatsoever to determine whether any filings have been made with the SEC or reports have been posted on such website.
(b) In the event that:
(i) the rules and regulations of the SEC permit the Issuer Company and any direct or indirect parent of the Issuer Company to report at such parent entity’s level on a consolidated basis, basis and
(ii) such parent entity of the Issuer Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock capital stock of the IssuerCompany, such consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer Company shall satisfy this Section 4.02.
(c) The Issuer Company shall make such information available to prospective investors upon request. In addition, the Issuer Company shall, for so long as any Securities 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 SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders of the Securities and to 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 Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer Company has filed such reports with the SEC via the EXXXX XXXXX filing system and such reports are publicly available; provided. In addition, howeversuch requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Agreement relating to the Securities 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 such Registration Agreement, and any amendments thereto and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the Trustee shall have no responsibility whatsoever to determine whether or not the Issuer has made such filing.
(a) So long as the Parent Guarantee is time requirements set forth in effect, or (b) in Section 4.02(a). In the event that any direct or indirect parent of the Issuer Company is or becomes a guarantor Guarantor of the Guaranteed ObligationsSecurities, the Issuer Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer Company by furnishing financial information relating to the Parent Guarantor, or to such direct or indirect parent, as applicable; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, or to such direct or indirect parent, parent and any of their respective its Subsidiaries other than the Issuer Company and its Subsidiaries, on the one hand, and the information relating to the IssuerCompany, the Subsidiary Guarantors and the other Subsidiaries of the Issuer Company on a standalone 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 receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates with respect thereto).
Appears in 1 contract
Samples: Indenture (RBS Global Inc)
