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Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Trustee and the Holders of Notes or post on a website maintained by the Company for such purpose within the time periods specified in the Commission's rules and regulations for non-accelerated filers, taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25 under the Exchange Act: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms (which, if permitted under applicable rules of the Commission, may be the quarterly or annual report of any direct or indirect parent of the Company so long as the Company and its Subsidiaries collectively constitute substantially all of the consolidated assets of such direct or indirect parent and such report contains reasonably detailed financial information with respect to any such direct or indirect parent, the Company and its Subsidiaries on a consolidated basis),10-Q and 10-K 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 thereon by the Company's certified independent accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. So long as the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company's obligation to deliver the information referred to above shall be deemed satisfied upon the filing such information with the Commission using the XXXXX system (or its successor) and such information is publicly available; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the XXXXX system (or its successor). Prior to any time during which the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company may satisfy its obligation to provide information required by the foregoing paragraph by including such information in a registration statement on Form 10 or amendment thereto filed with the Commission. 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 Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officer's certificates). Notwithstanding anything to the contrary in this Section 4.03(a), if at any time the Company is not required to file or cause to be filed the reports required by this Section 4.03(a) with the Commission, the Company shall not be required to comply with Section 302 or 404 of the Xxxxxxxx-Xxxxx Act of 2002, Items 307, 308, 402, 406, 407 or 601 (other than Item 601(b)(10)) of Regulation S-K, Rule 3-10 of Regulation S-X, Item 5, Item 14 or Item 15(b) of Form 10-K or Item 5.02(e) or Item 5.07 of Form 8-K in any report provided pursuant to this Section 4.03. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries' total assets (determined in accordance with GAAP) as of the end of the most recently completed fiscal year exceed an amount equal to 3% of the consolidated total assets of the Company and its Restricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in “Management's Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) For so long as any Notes remain outstanding, the Company and the Guarantors will 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.

Appears in 3 contracts

Samples: Indenture (Era Group Inc.), Indenture (Era Group Inc.), Indenture (Seacor Holdings Inc /New/)

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Reports; Financial Statements. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Trustee and the Holders of Notes or post on a website maintained (or, to the extent permitted by the Company Commission, file with the Commission for such purpose public availability), within the time periods specified in the Commission's ’s rules and regulations for non-accelerated filersregulations, taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25 under the Exchange Act: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms (which, if permitted under applicable rules of the Commission, may be the quarterly or annual report of any direct or indirect parent of the Company so long as the Company and its Subsidiaries collectively constitute substantially all of the consolidated assets of such direct or indirect parent and such report contains reasonably detailed financial information with respect to any such direct or indirect parent, the Company and its Subsidiaries on a consolidated basis),1010-Q and 10-K if the Company were required to file such Forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company's ’s certified independent accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. So long as the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company's ’s obligation to deliver the information referred to above shall be deemed satisfied upon the filing such information with the Commission using the XXXXX system (or its successor) and such information is publicly available; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the XXXXX system (or its successor). Prior to any time during which the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company may satisfy its obligation to provide information required by the foregoing paragraph by including such information in a registration statement on Form 10 or amendment thereto filed with the Commission. 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 Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officer's certificates). Notwithstanding anything to the contrary in this Section 4.03(a), if at any time the Company is not required to file or cause to be filed the reports required by this Section 4.03(a) with the Commission, the Company shall not be required to comply with Section 302 or 404 of the Xxxxxxxx-Xxxxx Act of 2002, Items 307, 308, 402, 406, 407 or 601 (other than Item 601(b)(10)) of Regulation S-K, Rule 3-10 of Regulation S-X, Item 5, Item 14 or Item 15(b) of Form 10-K or Item 5.02(e) or Item 5.07 of Form 8-K in any report provided pursuant to this Section 4.03. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries' total assets (determined in accordance with GAAP) as of the end of the most recently completed fiscal year exceed an amount equal to 35% of the consolidated total assets of the Company and its Restricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a5.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) For so long as any Notes remain outstanding, the Company and the Guarantors will 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.

Appears in 2 contracts

Samples: Indenture (Bristow Group Inc), Third Supplemental Indenture (Bristow Group Inc)

Reports; Financial Statements. (a) Notwithstanding that Since January 1, 2015, (i) the Company may not be subject to the reporting requirements of Section 13 has timely filed or 15(d) of the Exchange Actfurnished all reports, the Company will furnish to the Trustee and the Holders of Notes or post on a website maintained by the Company for such purpose within the time periods specified in the Commission's rules and regulations for non-accelerated filersschedules, taking into account any extension of timeforms, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25 under the Exchange Act: (1) all quarterly and annual financial statements and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms (which, if permitted under applicable rules of the Commission, may be the quarterly or annual report of any direct or indirect parent of the Company so long as the Company and its Subsidiaries collectively constitute substantially all of the consolidated assets of such direct or indirect parent and such report contains reasonably detailed financial information with respect to any such direct or indirect parent, the Company and its Subsidiaries on a consolidated basis),10-Q and 10-K 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 thereon by the Company's certified independent accountants; and (2) all current reports that would be documents required to be filed or furnished by it with the Commission on Form 8SEC, all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and the Xxxxxxxx-K if Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) and (ii) the Company were required to will file such reports. So long as the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company's obligation to deliver the information referred to above shall be deemed satisfied upon the filing such information with the Commission using the XXXXX system (or its successor) and such information is publicly available; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant prior to the XXXXX system (or its successor). Prior to any time during which the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company may satisfy its obligation to provide information required by the foregoing paragraph by including such information in a registration statement on Form 10 or amendment thereto filed with the Commission. Delivery of such Effective Time all reports, information schedules, forms, statements and other 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 Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officer's certificates). Notwithstanding anything to the contrary in this Section 4.03(a), if at any time the Company is not required to file or cause to be filed the reports required or furnished by this Section 4.03(a) it with the Commission, SEC prior to such time. No executive officer of the Company shall not be has failed in any respect to make the certifications required to comply with of him or her under Section 302 or 404 906 of the Xxxxxxxx-Xxxxx Act with respect to any report, schedule, form, statement or other document filed or furnished by the Company with the SEC since January 1, 2015 (the “Company SEC Reports”). As of 2002the date of this Agreement, Items 307there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. None of the Subsidiaries of the Company are required to file periodic reports with the SEC. As of their respective filing dates or, 308if amended prior to the date hereof, 402as of the date of the last of such amendments, 406the Company SEC Reports (i) did not (or with respect to Company SEC Reports filed after the date hereof, 407 will not) contain any untrue statement of a material fact or 601 omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (other than Item 601(b)(10)ii) complied as to form in all material respects with the applicable requirements of Regulation Sthe Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-K, Rule 3-10 Xxxxx Act and the applicable rules and regulations of Regulation S-X, Item 5, Item 14 or Item 15(b) the SEC thereunder and the listing and corporate governance rules and regulations of Form 10-K or Item 5.02(e) or Item 5.07 of Form 8-K in any report provided pursuant to this Section 4.03NASDAQ. (b) If The audited and unaudited consolidated financial statements (including the related notes thereto) of the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries' total assets included (determined or incorporated by reference) in the Company SEC Reports have been prepared (or when so filed will be) in accordance with U.S. generally accepted accounting principles applied on a consistent basis (“GAAP) as throughout the periods involved (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein including the notes thereto) and fairly present in all material respects, in conformity with GAAP (except, in the case of unaudited consolidated financial statements, as permitted by Form 10-Q of the most recently completed fiscal year exceed an amount equal to 3% of SEC) applied on a consistent basis, the consolidated total assets financial position of the Company and its Restricted SubsidiariesSubsidiaries as of their respective dates, then and the quarterly consolidated income, shareholders equity, results of operations and annual changes in consolidated financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on position or cash flows for the face of the financial statements periods presented therein (except as may be set forth therein or in the footnotes notes thereto). (c) The Company and its Subsidiaries have implemented and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the financial statements Company, including its consolidated Subsidiaries, is made known to the Chief Executive Officer and in “Management's Discussion and Analysis of the Chief Financial Condition and Results of Operations”, Officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial condition reporting (as defined in Rule 13a-15(f) of the Exchange Act), which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and results of operations report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (d) None of the Company and its Restricted Subsidiaries separate from has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise and whether due or to become due, other than such liabilities (i) disclosed, reflected or reserved against in the financial condition and results of operations statements of the Unrestricted Subsidiaries. (c) For so long as any Notes remain outstanding, Company included in the Company SEC Reports filed and the Guarantors will furnish available prior to the Holders date hereof (including any notes thereto) or (ii) incurred in the ordinary course of business consistent with past practice since March 31, 2018 (excluding one-time and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actexceptional items).

Appears in 1 contract

Samples: Merger Agreement (Radisys Corp)

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Reports; Financial Statements. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Trustee and the Holders of Notes or post on a website maintained (or, to the extent permitted by the Company Commission, file with the Commission for such purpose public availability), within the time periods specified in the Commission's ’s rules and regulations for non-accelerated filersapplicable to the Company, taking into account any extension of time, deemed filing date or safe harbor contemplated or provided for by Rule 12b-25 under the Exchange Act: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms (which, if permitted under applicable rules of the Commission, may be the quarterly or annual report of any direct or indirect parent of the Company so long as the Company and its Subsidiaries collectively constitute substantially all of the consolidated assets of such direct or indirect parent and such report contains reasonably detailed financial information with respect to any such direct or indirect parent, the Company and its Subsidiaries on a consolidated basis),1010-Q and 10-K if the Company were required to file such Forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company's ’s certified independent accountants; and (2ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. So long as the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company's ’s obligation to deliver the information referred to above shall be deemed satisfied upon the filing such information with the Commission using the XXXXX system (or its successor) and such information is publicly available; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the XXXXX system (or its successor). Prior to any time during which the Company is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Company may satisfy its obligation to provide information required by the foregoing paragraph by including such information in a registration statement on Form 10 or amendment thereto filed with the Commission. 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 Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officer's certificates). Notwithstanding anything to the contrary in this Section 4.03(a), if at any time the Company is not required to file or cause to be filed the reports required by this Section 4.03(a) with the Commission, the Company shall not be required to comply with Section 302 or 404 of the Xxxxxxxx-Xxxxx Act of 2002, Items 307, 308, 402, 406, 407 or 601 (other than Item 601(b)(10)) of Regulation S-K, Rule 3-10 of Regulation S-X, Item 5, Item 14 or Item 15(b) of Form 10-K or Item 5.02(e) or Item 5.07 of Form 8-K in any report provided pursuant to this Section 4.03. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries' total assets (determined in accordance with GAAP) as of the end of the most recently completed fiscal year exceed an amount equal to 35% of the consolidated total assets of the Company and its Restricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a5.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in “Management's Discussion and Analysis of Financial Condition and Results of Operations”or exhibits, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) For The Company and the Guarantors, for so long as any Notes remain outstanding, the Company and the Guarantors will shall 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. (d) Any Default or Event of Default arising from a failure to furnish on a timely basis any financial information required by Section 5.03(a) (and any related Event of Default as a result from such failure) will be deemed cured (and the Company will be deemed to be in compliance with Section 5.03(a)) upon furnishing such financial information (but without regard for the date on which such information is furnished; provided that such cure occurs prior to an acceleration of the Notes, with any such acceleration not annulled, rescinded or waived by such cure). (e) Delivery of reports, information and documents to the Trustee and its respective receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantors’ compliance with any of their covenants.

Appears in 1 contract

Samples: Indenture (Bristow Group Inc.)

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