Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 5 contracts
Samples: Eighth Supplemental Indenture (Charter Communications, Inc. /Mo/), Sixth Supplemental Indenture (Charter Communications, Inc. /Mo/), Seventh Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to Holders and (or file with the TrusteeSEC for public availability), within the time periods specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2) all current reports financial information that would be required to be filed with the Commission on included in a Form 8-K filed with the SEC if the Issuers Company were required to file such reports. If The Trustee shall have no liability or responsibility for the Company has designated filing, timeliness or content of any of its Subsidiaries as Unrestricted Subsidiariessuch reports, then the quarterly and annual financial documents or information required filed by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery delivery of such reports, documents or information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of thereof or any information contained therein therein. In addition, whether or determinable from not required by the rules and regulations of the SEC, the Company will file a copy of all such information contained thereinand reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to investors who request it in writing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, including notwithstanding the Issuers' compliance foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Trustee shall have no liability or responsibility for the filing, content or timeliness of any such report. Notwithstanding the foregoing, if at any time the Notes are Guaranteed by any direct or indirect parent company of the Company, the Company shall satisfy its obligations under this covenant with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent company; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent company and any of its covenants hereunder (as Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to which the Trustee is entitled to rely exclusively Company, the Subsidiary Guarantors and the other Subsidiaries of the Company on Officers' Certificates)a standalone basis, on the other hand.
Appears in 5 contracts
Samples: Senior Notes Indenture (Iron Mountain Inc), Senior Notes Indenture (Iron Mountain Inc), Senior Notes Indenture (Iron Mountain Inc)
Reports. Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and (or file with the TrusteeSEC for public availability), within the time periods specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2) all current reports financial information that would be required to be filed with the Commission on included in a Form 8-K filed with the SEC if the Issuers Company were required to file such reports. If The Trustee shall have no liability or responsibility for the Company has designated filing, timeliness or content of any of its Subsidiaries as Unrestricted Subsidiariessuch reports, then the quarterly and annual financial documents or information required filed by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery delivery of such reports, documents or information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of thereof or any information contained therein therein. In addition, whether or determinable from not required by the rules and regulations of the SEC, the Company will file a copy of all such information contained thereinand reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to investors who request it in writing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, including notwithstanding the Issuers' compliance foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Trustee shall have no liability or responsibility for the filing, content or timeliness of any such report. Notwithstanding the foregoing, if at any time the Notes are Guaranteed by any direct or indirect parent company of the Company, the Company shall satisfy its obligations under this covenant with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent company; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent company and any of its covenants hereunder (as Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to which the Trustee is entitled to rely exclusively Company, the Subsidiary Guarantors and the other Subsidiaries of the Company on Officers' Certificates)a standalone basis, on the other hand.
Appears in 5 contracts
Samples: Senior Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc), Senior Indenture (Iron Mountain Inc)
Reports. (a) Whether or not required the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, to the extent not prohibited by the Commission, so long as any Notes are outstandingExchange Act, the Issuers shall furnish Company will place on its website and make available to Holders the Trustee and the TrusteeHolders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, therein with respect to the annual information onlyan accelerated filer. In addition, a report on the annual consolidated financial statements of the Company by its independent public accountants; andwill make such reports and information available to securities analysts and prospective investors upon request.
(2b) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to the contrary set forth above, for .
(c) For so long as any of the Issuers are direct or indirect wholly-owned Subsidiaries Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company and the Subsidiary Guarantors will furnish to the Holders of CCIthe Notes and prospective investors, if CCI has furnished Holders and filed electronically with upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI Act.
(including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers d) The Company shall be deemed to be in compliance have furnished such reports to the Trustee and the Holders of Notes if it has filed such reports with the provisions Commission using the XXXXX filing system or on the Company’s website and such reports are publicly available.
(e) The delivery of this Section 4.03. Delivery of such the foregoing annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 5 contracts
Samples: Indenture (Goodrich Petroleum Corp), Supplemental Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to Holders the Trustee and the Trustee, Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the Commission's SEC’s rules and regulations:regulations (giving effect to applicable grace periods):
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company’s independent registered public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIn addition, then the quarterly and annual financial information whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the financial statements or SEC, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the footnotes theretoSEC’s rules and regulations (giving effect to applicable grace periods), unless the SEC will not accept such a filing, and in Management's Discussion make such information available to securities analysts and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the prospective investors upon request. The Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically will at all times comply with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the IssuersTIA Section 314(a), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
(b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if it was required to file those reports with the SEC.
Appears in 5 contracts
Samples: Supplemental Indenture (BALL Corp), Thirteenth Supplemental Indenture (BALL Corp), Tenth Supplemental Indenture (BALL Corp)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to Holders the Trustee and the Trustee, Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company’s independent registered public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIn addition, then the quarterly and annual financial information whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the financial statements or SEC, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the footnotes theretoSEC’s rules and regulations, unless the SEC will not accept such a filing, and in Management's Discussion make such information available to securities analysts and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the prospective investors upon request. The Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically will at all times comply with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the IssuersTIA Section 314(a), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
(b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if it was required to file those reports with the SEC.
Appears in 4 contracts
Samples: Third Supplemental Indenture (Ball Corp), First Supplemental Indenture (Ball Corp), Second Supplemental Indenture (Ball Corp)
Reports. Whether or not required by the Commission, (a) For so long as any Notes Warrants are outstanding, the Issuers Company shall furnish deliver to Holders the Warrant Agent and the Trusteemail to each Holder, within 15 days after the time periods specified in filing of the Commission's rules same with the Securities and regulations:Exchange Commission ("SEC"), copies of its quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
(1b) all For so long as any Warrants are outstanding, if at any time the Company is not subject to the requirements of such Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC, to the extent permitted, and distribute to the Warrant Agent and to each Holder copies of the quarterly and annual financial information that would be have been required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers were required to file such reports. If had the Company has designated any been subject to the reporting requirements of its Subsidiaries as Unrestricted Subsidiaries, then Section 13 or 15(d) of the quarterly and Exchange Act. All such financial information shall include consolidated financial statements (including footnotes) prepared in accordance with generally accepted accounting principles. Such annual financial information required shall also include an opinion thereon expressed by the preceding paragraph shall include a reasonably detailed presentation, either on the face an independent accounting firm of the established national reputation. All such consolidated financial statements or in the footnotes thereto, and in shall be accompanied by a "Management's Discussion and Analysis of Financial Condition and Results of OperationsOperation." The financial and other information to be distributed to Holders shall be filed with the Warrant Agent and mailed to the Holders at their respective addresses appearing in the Warrant Register maintained by the Warrant Agent, of within 120 days after 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 end of the Company's fiscal year and within 60 days after the end of each of the first three quarters of each such fiscal year. Notwithstanding anything to the contrary set forth aboveIn addition, for so long as any Warrants are outstanding, the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Company shall furnish to the Holders and to securities analysts and to prospective purchasers upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Company is required for an offer or sale of the Warrants under Rule 144A. From and after the date of effectiveness of any registration statement filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs SEC with respect to CCI (including the Warrants, the Company will file with the SEC such Forms 10-Q and 10-K and any consolidating financial other information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)filed by it.
Appears in 4 contracts
Samples: Warrant Agreement (Discovery Zone Inc), Warrant Agreement (Discovery Zone Inc), Warrant Agreement (Discovery Zone Inc)
Reports. (a) Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers Company shall furnish to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's SEC’s rules and regulations:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company’s certified independent public accountants; and
(2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports.
(b) In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (a)(i) and (ii) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to prospective investors upon request. In addition, the Company shall, for so long as any Notes remain outstanding, 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, if any such information is required to be delivered.
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything herein to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commissioncontrary, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall Company will not be deemed to be in compliance have failed to comply with the provisions any of its obligations hereunder for purposes of Section 6.01(a)(iv) of this Indenture until 120 days after the date any report under this Section 4.034.03 is due. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 4 contracts
Samples: Indenture, Exhibit, Execution Version (Geo Group Inc)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Company will provide the Trustee and Holders and the Trustee, prospective Holders within the time periods specified in the Commission's SEC’s rules and regulationsregulations (plus any extensions granted pursuant to SEC rules) copies of:
(1) all annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) quarterly reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;
(3) from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and annual financial information that other reports which the Company would be required to be contained in a filing file with the Commission on Forms 10-Q and 10-K SEC if it were subject to Section 13 or 15(d) of the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect Exchange Act.
(b) Notwithstanding whether the Company is subject to the annual periodic reporting requirements of the Exchange Act, the Company will nevertheless continue filing the reports specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. Notwithstanding the foregoing, to the extent the Company files the information only, a report and reports referred to in clauses (1) through (4) above with the SEC and such information is publicly available on the annual consolidated financial statements of Internet, the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with its obligations to furnish such information to the provisions Holders of this Section 4.03the Notes. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website no later than 15 days after the end of the time periods that would apply if the Company were required to file those reports with the SEC.
(c) In addition, the Company shall furnish to the Trustee and the Holders, upon their request, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture or the notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 4 contracts
Samples: First Supplemental Indenture (Lear Corp), Second Supplemental Indenture (Lear Corp), Second Supplemental Indenture (Lear Corp)
Reports. (a) Whether or not required by the Commission's rules and regulations, so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and the Trusteeholders of Notes, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsreports; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Company were required to file such reports.
(b) All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) in Section 4.03(a) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
(c) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in Section 4.03(a) with the Commission within the time periods specified above unless the Commission shall not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission shall not accept the Company's filings for any reason, the Company shall post the reports referred to in Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the Commission.
(d) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to .
(e) In addition, the contrary set forth aboveCompany agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically reports required by Section 4.03(a) with the Securities and Exchange Commission, it shall furnish to the reports described in holders and to securities analysts and prospective investors, upon their request, the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities Act.
Appears in 4 contracts
Samples: Indenture (Calpine Corp), Indenture (Calpine Corp), Indenture (Calpine Corp)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect whollymajority-owned Subsidiaries of CCIany Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers), if CCI such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 4 contracts
Samples: Sixth Supplemental Indenture (Charter Communications, Inc. /Mo/), Fifth Supplemental Indenture (Charter Communications, Inc. /Mo/), Fourth Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers Company shall furnish to the Holders and the Trustee, of Notes within the time periods specified in the CommissionSEC's rules and regulations:
regulations (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company and its Subsidiaries were required to file such forms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company's certified independent public accountants; and
accountants and (2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company and its Subsidiaries were required to file such reports. If In addition, following consummation of the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesExchange Offer, then the quarterly and annual financial information whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the financial statements or SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the footnotes thereto, SEC's rules and in Management's Discussion regulations (unless the SEC will not accept such a filing) and Analysis of Financial Condition make such information available to securities analysts and Results of Operations, of the financial condition and results of operations of prospective investors upon request if not then publicly available. The Company shall at all times comply with TIA Section 314(a). Delivery by the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is pursuant to TIA Section 314(a) shall be for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
(b) For so long as any Notes remain outstanding, the Company and the Guarantors 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.
(c) Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the registration statement relating to the exchange offer and/or the Shelf Registration Statement, and any amendments thereto, of the Securities; provided that any such Registration Statement is filed within the time periods specified in the Registration Rights Agreement.
Appears in 4 contracts
Samples: Indenture (Wci Communities Inc), Indenture (Communities Home Builders Inc), Indenture (Wci Communities Inc)
Reports. Whether or not (a) Regardless of whether required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders and Company will file with the Trustee, SEC (unless the SEC will not accept such a filing) within the time periods specified in the Commission's SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. .
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the XXXXX filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 its Unrestricted Subsidiaries Subsidiaries.
(f) Any and all Defaults or Events of the Company. Notwithstanding anything Default arising from a failure to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described furnish in the preceding paragraphs with respect to CCI (including a timely manner any consolidating financial information required by Regulation S-X relating to this Section 4.03 shall be deemed cured (and the Issuers), the Issuers Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.034.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificates’ Certificate).
Appears in 4 contracts
Samples: Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP), Indenture (NGL Energy Partners LP)
Reports. (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers Ventas, Inc. shall furnish to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers Ventas, Inc. were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its Ventas, Inc.’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Ventas, Inc. were required to file such reports. For so long as any Notes remain outstanding, Ventas, Inc. 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. The availability of the materials required to be furnished pursuant to Section 4.03(a) on the Commission’s website or on Ventas, Inc.’s website shall be deemed to satisfy the delivery obligations set forth in this Section 4.03(a).
(b) Whether or not required by the Commission, Ventas, Inc. shall file a copy of all of the information and reports referred to in clauses (a)(1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. If the Company Ventas, Inc. has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(b) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 Ventas, Inc., as applicable, and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth aboveVentas, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).Inc.
Appears in 4 contracts
Samples: Indenture (Ventas Inc), Indenture (Ventas Inc), Indenture (Ventas Inc)
Reports. (a) Whether or not required by the CommissionSEC’s rules and regulations, so long as any Notes are outstanding, the Issuers Company shall furnish to Holders the Trustee and the TrusteeHolders, within the time periods (including any extensions thereof) specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information reports of the Company that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsreports; and
(2) all current reports of the Company that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company has designated shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders. To the extent such filings are not made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph.
(b) In addition, the Company agrees that, for so long as any of its Subsidiaries as Unrestricted SubsidiariesNotes remain outstanding, then at any time it is not required to file the quarterly and annual financial information reports required by the preceding paragraph shall include a reasonably detailed presentationparagraphs with the SEC, either it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) Notwithstanding the foregoing, the foregoing obligations may be satisfied with respect to financial and other information of the Company by furnishing (including by filing with the SEC) (i) the applicable financial statements of Vistra Energy (or any other direct or indirect parent of the Company) or (ii) Vistra Energy’s (or any other direct or indirect parent of the Company, as applicable) Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to Section 4.03(a), to the extent such information relates to Vistra Energy (or any other direct or indirect parent of the Company), such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Vistra Energy or such other parent, on the face of the financial statements or in the footnotes theretoone hand, and in Management's Discussion the information relating to the Company on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries separate do not differ from the financial condition Total Assets and results the Consolidated EBITDA, respectively, of operations of the Unrestricted Subsidiaries Vistra Energy (or any other direct or indirect parent of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned ) and its consolidated Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI by more than 2.5%).
(including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. d) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers' Certificatesan Officer’s Certificate).
Appears in 3 contracts
Samples: Indenture (Vistra Energy Corp.), Indenture (Vistra Energy Corp.), Indenture (Vistra Energy Corp.)
Reports. Whether (a) Guarantor shall deliver to the Administrative Agent (for delivery to the Lenders) (i) not later than forty-five (45) days after the close of each fiscal quarter of Guarantor, a quarterly financial statement for Guarantor and (ii) within ninety (90) days after the close of each fiscal year of Guarantor, audited annual financial statements of Guarantor for each such fiscal year, such financial statements to be substantially in the form of the financial statements referred to in Section 8.1 of the Loan Agreement or not such other form reasonably acceptable to the Administrative Agent, including a balance sheet and statement of profit and loss setting forth in comparative form figures for the preceding fiscal year, prepared in accordance with GAAP and certified by an authorized officer of Guarantor;
(b) at the time of the delivery of each of the financial statements provided for in subsection (a) of this Section 3.02, a certificate of an Authorized Officer of Guarantor, as applicable, certifying (i) that such respective financial statements and reports are true, correct, and accurate; (ii) in such detail as may be required by the CommissionAdministrative Agent, the calculations required to establish whether Guarantor was in compliance with the requirements of Section 3.04 hereof on the date of such financial statements; and (iii) that such officer has no knowledge (after due inquiry), except as specifically stated, of any Event of Default or, if an Event of Default has occurred, specifying the nature thereof in reasonable detail and the action which Guarantor is taking or proposes to take with respect thereto; and
(c) from time to time such other information regarding the financial condition, operations, business or prospects of Guarantor or General Partner (as defined below), as the Administrative Agent may reasonably request. Notwithstanding the foregoing, in lieu of the financial statements and certification of Guarantor described above, the Administrative Agent shall accept the financial statements and certifications of Guarantor’s general partner Xxxxxxx Properties, Inc. (“General Partner”) of the exact type described above with respect to Guarantor, so long as any Notes (i) except for a liability on the balance sheet and an expense on the income statement of General Partner representing the interests of minority limited partners in Guarantor that are outstandingnot owned by General Partner, the Issuers shall furnish balance sheet and income statement of General Partner would, in accordance with GAAP, be identical to Holders and that of Guarantor; (ii) each such financial statement is accompanied by the Trustee, within unqualified opinion of General Partner’s outside auditors to the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual effect that such financial information that would be required to be contained in a filing statements comply with the Commission on Forms 10-Q requirements in clause (i) above and 10-K identifying the respects, if the Issuers were required to file such formsany, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report in which any item on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that General Partner would be required need to be filed adjusted in order to reflect the proper treatment or amount of such item in accordance with GAAP for Guarantor; and (iii) there is no change in the Commission on Form 8-K if structure or ownership of Guarantor that the Issuers were required to file such reports. If Administrative Agent concludes in reasonable discretion would require the Company has designated any delivery of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or by Guarantor itself in order to enable the footnotes thereto, Administrative Agent and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the Lender to evaluate the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Guarantor.
Appears in 3 contracts
Samples: Guaranty, Repayment Guaranty (Maguire Properties Inc), Guaranty (Maguire Properties Inc)
Reports. Whether or not required by the Commission, For so long as any Notes are outstandingthe Note has not been redeemed, the Issuers repurchased or repaid in full, Alon Brands shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulationsInvestor:
(1a) all within 90 days after the end of each fiscal year of Alon Brands, the annual consolidated balance sheet of Alon Brands and its Subsidiaries as of the end of the fiscal year and the consolidated statements of income, cash flow and change in shareholders’ equity of Alon Brands and its Subsidiaries for the fiscal year then ended, which financial statements for fiscal years ending after the consummation of an IPO shall be audited and accompanied by a report of Alon Brands’ independent certified public accountants;
(b) within 60 days after the end of each quarterly fiscal period in each fiscal year, unaudited condensed consolidated balance sheet of Alon Brands and annual its Subsidiaries as of the end of such quarterly fiscal period, and the condensed consolidated statements of income and cash flows of Alon Brands and its Subsidiaries for such quarterly fiscal period, internally prepared and reviewed to the extent such financial information statements have been reviewed other than pursuant to any requirement of this Agreement;
(c) concurrently with any delivery of financial statements under clause (a) or (b), a compliance certificate of the Chief Executive Officer and Chief Financial Officer of Alon Brands, (i) certifying that would be required no Event of Default has occurred and is continuing, (ii) certifying that such financial statements present fairly in accordance with GAAP the financial condition of Alon Brands and its Subsidiaries on a consolidated basis as of their respective dates and the results of operations of Alon Brands and its Subsidiaries for the respective periods then ended, subject to be contained normal year end adjustments and the absence of footnotes, and (iii) certifying that such financial statements conform to the financial results reflected in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, Parent’s audited financial statements with respect to the annual information only, a report on relevant segment; provided that the annual consolidated financial statements of certifications pursuant to clauses (c)(ii) and (c)(iii) shall not be required after the Company by its independent public accountants; andIPO.
(2d) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file reasonable promptness, such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly other data and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Investor may reasonably request.
Appears in 3 contracts
Samples: Loan Agreement (Alon Brands, Inc.), Loan Agreement (Alon Brands, Inc.), Loan Agreement (Alon Brands, Inc.)
Reports. (a) Whether or not required by the Commission, so long as any Notes are outstandingIssuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuers shall furnish to Holders Issuer will provide the Trustee and the TrusteeHolders within 15 Business Days after the filing, or in the event no such filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the Commission's rules and regulationsExchange Act with:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers Issuer were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information financial statements only, a report on thereon by the annual consolidated financial statements of the Company by its Issuer’s independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Issuer were required to file such reports; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the Commission’s XXXXX system or on the Parent’s or Issuer’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee). If a Parent Entity has provided the Company has designated information as required by the foregoing paragraph as if such Parent Entity were the Issuer, the Issuer shall be deemed to have satisfied such requirements; provided that if the Parent Entity is not a Guarantor of the Notes, to the extent that, in the reasonable judgment of the Issuer, there are material differences between the financial information of the Issuer, on the one hand, and the Parent Entity, on the other hand, the Parent Entity provides to the Trustee and the Holders unaudited supplemental financial information that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries as Unrestricted other than the Issuer and its Restricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company Issuer and its Restricted Subsidiaries separate from on a stand-alone basis, on the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for other hand.
(b) For so long as any of the Issuers are direct or indirect wholly-owned Subsidiaries of CCINotes remain outstanding and constitute “restricted securities” under Rule 144, if CCI has furnished the Issuer will furnish to the Holders and filed electronically with prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange CommissionAct.
(c) Notwithstanding anything herein to the contrary, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall Issuer will not be deemed to be in compliance have failed to comply with the provisions any provision of this reporting covenant for purposes of Section 4.03. 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(d) Delivery of such reports, information and documents referred to above to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Officer’s Certificates). The Trustee shall have no duty to review or analyze reports delivered to it.
Appears in 3 contracts
Samples: Indenture (Xenia Hotels & Resorts, Inc.), Indenture (Xenia Hotels & Resorts, Inc.), Indenture (Xenia Hotels & Resorts, Inc.)
Reports. (a) Whether or not required by the Commission, so long as any Notes are outstandingCompany is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuers shall furnish to Holders Company will provide the Trustee and the TrusteeHolders within 15 Business Days after the filing, or in the event no such filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the Commission's rules and regulationsExchange Act with:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information financial statements only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s independent public accountants; , and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company will separately electronically deliver such reports to the Trustee). If a Parent Entity has provided the information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company has designated shall be deemed to have satisfied such requirements; provided that if the Parent Entity is not a Guarantor of the Notes, the Parent Entity provides to the Trustee and the Holders unaudited supplemental financial information that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a stand-alone basis, on the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for other hand.
(b) For so long as any of the Issuers are direct or indirect wholly-owned Subsidiaries of CCINotes remain outstanding and constitute “restricted securities” under Rule 144, if CCI has furnished the Company shall furnish to the Holders and filed electronically with prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange CommissionAct.
(c) Notwithstanding anything herein to the contrary, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers Company shall not be deemed to be in compliance have failed to comply with the provisions any provision of this reporting covenant for purposes of Section 4.03. 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(d) Delivery of such reports, information and documents referred to above, to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Officer’s Certificates).
Appears in 3 contracts
Samples: Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.), Indenture (Park Hotels & Resorts Inc.)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers Company shall furnish to the Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to that describes the annual information only, a report on the annual consolidated financial statements condition and results of operations of the Company by and its independent public accountants; and
consolidated Subsidiaries (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, thereto 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 of the Company. Notwithstanding anything ) and, with respect to the contrary set forth aboveannual information only, for a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. For so long as the Issuers are Holdings or another direct or indirect wholly-owned Subsidiaries parent company of CCIthe Company is a guarantor of the Notes, if CCI has furnished Holders and filed electronically with this Indenture will permit the Securities and Exchange Commission, Company to satisfy its obligations under the reports described in the preceding paragraphs with respect to CCI (including any consolidating first sentence of this Section 4.03(a) by furnishing financial information required relating to Holdings; provided that the same is accompanied by Regulation S-X consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the IssuersCompany and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
(b) The Company shall at all times comply with TIA § 314(a).
(c) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery delivery of such information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 3 contracts
Samples: Indenture (TransDigm Group INC), Indenture (TransDigm Group INC), Indenture (TransDigm Group INC)
Reports. Whether or not required by the Commission(a) Parent and each of its Subsidiaries have timely filed all reports, so long as registration statements, proxy statements and other materials, together with any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be amendments required to be contained in a filing made with the Commission on Forms 10-Q and 10-K if the Issuers respect thereto, that they were required to file such formssince December 31, including a “Management's Discussion 2018 with the Regulatory Agencies and Analysis of Financial Condition each other applicable Governmental Entity, and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial all other reports and statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were by them since December 31, 2018, including any report or statement required to file be filed pursuant to the Laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, and there are no violations or exceptions in any such reportsreport or statement that are unresolved as of the date hereof.
(b) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Parent pursuant to the Securities Act or the Exchange Act since December 31, 2018 and prior to the date of this Agreement (the “Parent SEC Reports”) is publicly available. If No such Parent SEC Report, at the Company has designated any time filed, furnished or communicated (and, in the case of its Subsidiaries as Unrestricted Subsidiariesregistration statements and proxy statements, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face dates of effectiveness and the dates of the financial relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements or made therein, in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, light of the financial condition and results circumstances in which they were made, not misleading, except that information filed as of operations a later date (but before the date of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers this Agreement) shall be deemed to be modify information as of an earlier date. As of their respective dates, all Parent SEC Reports complied as to form with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date hereof, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Parent SEC Reports. None of the Subsidiaries of Parent is required to file periodic reports with the SEC or any other Governmental Entity pursuant to Section 13 or 15(d) of the Exchange Act (other than Form 13F).
(c) Parent is in compliance with the provisions applicable listing and corporate governance rules and regulations of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Nasdaq.
Appears in 3 contracts
Samples: Merger Agreement (Bank of Commerce Holdings), Merger Agreement (Bank of Commerce Holdings), Merger Agreement (Columbia Banking System, Inc.)
Reports. Whether Except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes Securities of such series are outstanding, the Issuers shall Company will file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case the Company will furnish to the Holders and of Securities of such series or cause the TrusteeTrustee to furnish to the Holders of Securities of such series, within the time periods specified in the Commission's SEC’s rules and regulations:regulation)
(1a) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsreports; and
(2b) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, if the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by the preceding paragraph shall paragraphs with respect to Securities of such series will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything In addition, with respect to Securities of any series that are entitled to the contrary set forth abovebenefit of this paragraph as provided as contemplated by Section 2.1(21) with respect to the Securities of such series, the Company and the Guarantors agree that, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries any Securities of CCIsuch series remain outstanding, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, at any time they are not required to file the reports described in required by the preceding paragraphs with respect the SEC, they will furnish to CCI (including any consolidating financial the holders of Securities and to securities analysts and prospective investors, upon their request, the information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities Act.
Appears in 3 contracts
Samples: Indenture (Mariner Gulf of Mexico LLC), Indenture (Mariner Gulf of Mexico LLC), Indenture (Mariner Energy Inc)
Reports. (a) Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers Parent Company shall furnish to the Holders of Notes and the Trustee, within the time periods specified in the Commission's SEC’s rules and regulations:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K K, if the Issuers Parent Company were required to file such formsForms (other than financial statements of Affiliates of the Parent Company required by Rule 3-16 of Regulation S-X), including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Parent Company’s certified independent public accountants; and
(2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Parent Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the .
(b) The quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or 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 the Guarantors separate from the financial condition and results of operations of the Unrestricted other Subsidiaries of the Company.
(c) The filing of the reports above with the SEC shall satisfy the delivery obligations referred to above so long as such documents may be accessed by the public through the SEC’s website.
(d) In addition, whether or not required by the SEC, the Parent Company shall file a copy of all of the information and reports referred to in clauses (a) and (b) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Notwithstanding anything The Parent Company also shall comply with the other provisions of Trust Indenture Act § 314(a) to the contrary set forth aboveextent applicable.
(e) Promptly after the date the annual and quarterly financial information for the prior fiscal period have been furnished pursuant to clause (a) in this Section 4.18 (or prior to such date, if the Parent Company has published an earnings release with respect to such period), the Parent Company will hold a quarterly conference call to review the most recent financial results. At least two Business Days prior to the date such conference call is to be held, the Parent Company will post to its website or a non-public, password-protected website maintained by the Parent Company or a third party an announcement of such quarterly conference call for the benefit of the Holders of the Notes, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which announcement will contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Parent Company (for whom contact information will be provided in such notice) to obtain information on how to access such quarterly conference call. The foregoing conference call requirement will be satisfied by the holding of any such conference call for the holders of common stock of the Parent Company so long as the Issuers Persons listed above are direct provided access to such call. The Trustee will have no responsibility whatsoever to monitor whether filings or indirect wholly-owned Subsidiaries postings described herein have occurred or the timeliness of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03such filing or posting. Delivery of such reports, information and documents described herein to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers' Parent Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers' Certificates’ Certificate).
Appears in 3 contracts
Samples: Indenture (Cenveo, Inc), Indenture (Cenveo, Inc), Indenture (Cenveo, Inc)
Reports. (a) Whether or not required by the CommissionSEC’s rules and regulations, so long as any Notes are outstanding, the Issuers Company shall furnish (to the extent not publicly available on the SEC’s XXXXX system) to the Trustee and the Holders of Notes and post on the Company’s website (in a format that is accessible to Holders and the Trusteeof Notes as well as prospective Holders of Notes), within the time periods specified in the Commission's SEC’s rules and regulations:
(1i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsreports; and
(2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports (other than consolidating financial information required by Rule 3-10 or 3-16 of Regulation S-X or any comparable provision so long as the Company has designated complies with Section 4.3(d)). Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accountants. In addition, the Company shall file a copy of each of the reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing or the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason) and make such information available to securities analysts and prospective investors upon request.
(b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, and regardless of whether it continues to file reports with the SEC, the Company shall nevertheless continue making the reports specified in Section 4.3(a) hereof available to the Holders of the Notes, prospective investors and securities analysts by posting such information on its Subsidiaries website. While the Company remains subject to the periodic reporting requirements of the Exchange Act, the Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in Section 4.3(a) hereof on its website within the time periods that would apply if the Company were required to file those reports with the SEC.
(c) The Company further agrees that, for so long as Unrestricted Subsidiariesany Notes remain outstanding, then at any time it is not required to file the reports required by Section 4.3(a) or (b) hereof with the SEC, it 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.
(d) The quarterly and annual financial information required by the preceding paragraph Sections 4.3(a) and (b) hereof shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes of the financial statements or in the footnotes thereto, and in Management's ’s Discussion and Analysis of Financial Condition and Results of OperationsOperations that discloses the total assets, liabilities, revenues and income from operations of the financial condition and results of operations Subsidiaries of the Company and its Restricted Subsidiaries separate from that do not Guarantee the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyNotes. Notwithstanding anything to the contrary set forth aboveThe Trustee shall not be responsible for determining whether this clause 4.3(d) has been satisfied, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described nor shall it have any liability in the preceding paragraphs with respect to CCI connection therewith.
(including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
(f) Notwithstanding anything herein to the contrary, in the event that the Company fails to comply with its obligation to file or provide such information, documents and reports as required by this Section 4.3, the Company will be deemed to have cured such Default with respect to the Notes for purposes of Section 6.1(d) upon the filing or provision of all such information, documents and reports required hereunder prior to the expiration of 90 days after written notice to the Company of such failure from the Trustee or the Holders of at least 25% of the principal amount of the Notes.
Appears in 3 contracts
Samples: Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.), Indenture (Bausch Health Companies Inc.)
Reports. (a) Whether or not required by Holdings is subject to the Commissionreporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstandingHoldings must provide the Trustee and, upon written request, the Issuers shall furnish to Holders and of Notes within fifteen (15) Business Days after filing, or in the Trusteeevent no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the Commission's rules and regulationsthose sections with:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Holdings were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information financial statements only, a report on the annual consolidated financial statements of the Company thereon by its Holdings’ certified independent public accountants; , and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Holdings were required to file such reports. provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or on the Company’s or Holdings’ website within the applicable time period specified above.
(b) In addition, following the earlier of (x) the consummation of the initial public offering of Holdings or (y) the consummation of the Exchange Offer, whether or not required by the SEC, Holdings will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of the preceding paragraph with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. If the Company has designated had any of its Unrestricted Subsidiaries as Unrestricted Subsidiariesduring the relevant period, then Holdings will also provide to the quarterly Trustee and annual financial the Holders information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of sufficient to ascertain the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of Subsidiaries, excluding in all respects the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for Subsidiaries.
(c) For so long as any of the Issuers are direct or indirect wholly-owned Subsidiaries of CCINotes remain outstanding and constitute “restricted securities” under Rule 144, if CCI has furnished Holdings will furnish to the Holders and filed electronically with prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI Act.
(including any consolidating financial information required by Regulation S-X relating d) Notwithstanding anything herein to the Issuers)contrary, the Issuers shall Holdings will not be deemed to be in compliance have failed to comply with the provisions any provision of this reporting covenant for purposes of Section 4.03. 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(e) Delivery of such the foregoing information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 3 contracts
Samples: Indenture (CyrusOne Inc.), Indenture (CyrusOne Inc.), Indenture (CyrusOne Inc.)
Reports. Whether or not required by the CommissionBy signing this Agreement, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulationseach Lender:
(1a) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all quarterly and annual financial information that would be statements required to be delivered by the Parent Borrower hereunder and all field examinations, audits and appraisals of the Collateral received by the Agents (collectively, the “Reports”);
(b) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in a filing any Report;
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations and that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;
(d) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute, except to its participants (or in connection with periodic regulatory examinations and reviews conducted by the Commission on Forms 10-Q and 10-K if the Issuers were required to file National Association of Insurance Commissioners or any Governmental Authority having jurisdiction over such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect Lender or its affiliates (to the annual information onlyextent applicable)), a report on the annual consolidated financial statements of the Company by its independent public accountantsor use any Report in any other manner; and
(2e) all current reports without limiting the generality of any other indemnification provision contained in this Agreement, agrees (i) to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit that would be required the indemnifying Lender has made or may make to be filed with the Commission on Form 8-K if Parent Borrower, or the Issuers were required indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to file pay and protect, and indemnify, defend, and hold the Administrative Agent and any such reports. If other Lender preparing a Report harmless from and against, the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesclaims, then the quarterly actions, proceedings, damages, costs, expenses and annual financial information required other amounts (including attorney costs) incurred by the preceding paragraph shall include Agents and any such other Lender preparing a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long Report as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. 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 result of any information contained therein third parties who might obtain all or determinable from information contained therein, including part of any Report through the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)indemnifying Lender.
Appears in 3 contracts
Samples: Abl Credit Agreement (Veritiv Corp), Abl Credit Agreement (Veritiv Corp), Abl Credit Agreement (Veritiv Corp)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 3 contracts
Samples: Third Supplemental Indenture (Charter Communications, Inc. /Mo/), Second Supplemental Indenture (Charter Communications, Inc. /Mo/), First Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and of Notes or cause the TrusteeTrustee to furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the Commission's SEC’s rules and regulationsregulations applicable to a non-accelerated filer, after giving effect to all applicable extensions and cure periods:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsreports, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information report only, a report on the annual Company’s consolidated financial statements of by the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. The availability of the foregoing reports on the SEC’s XXXXX filing system will be deemed to satisfy the foregoing delivery requirements.
(b) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly and annual financial information required by the preceding paragraph Section 4.03(a)(1) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the such Unrestricted Subsidiaries Subsidiaries.
(c) Any and all Defaults or Events of the Company. Notwithstanding anything Default arising from a failure to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described furnish in the preceding paragraphs with respect to CCI (including a timely manner any consolidating financial information required by Regulation S-X relating to this Section 4.03 shall be deemed cured (and the Issuers), the Issuers Company shall be deemed to be in compliance with this covenant) upon furnishing such information as contemplated by this covenant (but without regard to the provisions date on which such information or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders in Section 6.01 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(d) The Company will hold and participate in conference calls with the Holders of the Notes, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers with respect to the financial information required to be furnished pursuant to Section 4.034.03(a)(1) no later than ten Business Days after distribution of such financial information, unless, in each case, the Company reasonably determines that to do so would conflict with applicable securities laws, including in connection with any pending offering of securities. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. The Company shall, no later than three Business Days prior to the date of the conference calls required to be held in accordance with this paragraph, announce the date and time of such conference calls and all information necessary to enable Holders of Notes and security analysts to obtain access to such calls.
(e) So long as any Notes are outstanding, the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are given access (which may be password protected) and to which all of the reports required by this Section 4.03 are posted (and by which posting the Company shall be deemed to have furnished such the reports required by this Section 4.03 to such Persons), unless they are otherwise publicly filed with the SEC.
(f) The Company shall furnish to the Holders and Beneficial Owners of the Notes, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.
(g) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Officer’s Certificates). The Trustee shall have no duty or obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with any of the covenants under this Indenture, to determine whether such reports, information or documents are available on the SEC’s website via the XXXXX filing system (or other successor system), the Company’s or other person’s website or otherwise, to examine such reports, information, documents and other reports to ensure compliance with the provisions of this Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.
Appears in 2 contracts
Samples: Indenture (HighPeak Energy, Inc.), Indenture (HighPeak Energy, Inc.)
Reports. (a) Whether or not required by the Commission, so long as any Notes are outstandingCompany is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuers shall furnish to Holders Company will provide the Trustee and the TrusteeHolders of Notes within 15 Business Days after filing, or in the event no such filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the Commission's rules and regulationsExchange Act with:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q 10‑Q and 10-K 10‑K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information financial statements only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s independent public accountants; , and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company will separately electronically deliver such reports to the Trustee). If a Parent Entity has provided the information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company has designated shall be deemed to have satisfied such requirements; provided the Parent Entity provides to the Trustee and the Holders of Notes unaudited supplemental financial information substantially similar to that included in the Offering Memorandum that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a stand-alone basis, on the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for other hand.
(b) For so long as any of the Issuers are direct or indirect wholly-owned Subsidiaries Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders of CCIthe Notes and prospective investors, if CCI has furnished Holders and filed electronically with upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange CommissionAct.
(c) Notwithstanding anything herein to the contrary, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers Company shall not be deemed to be in compliance have failed to comply with the provisions any provision of this reporting covenant for purposes of Section 4.03. 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(d) Delivery of such reports, information and documents referred to above, to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Officer’s Certificates).
Appears in 2 contracts
Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Reports. Whether (a) Subject to the last paragraph of this section, whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the holders of Notes or cause the Trustee to furnish to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's SEC’s rules and regulations:
(1) regulations all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K SEC pursuant to Sections 13(a) or 15(d) or any successor provision thereto if the Issuers Company were subject thereto.
(b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, the Company will file a copy of each of the reports referred to in the paragraph above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA §314(a).
(c) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file such reports. those reports with the SEC.
(d) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to .
(e) In addition, the contrary set forth aboveCompany and the Guarantors agree that, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCIany Notes remain outstanding, if CCI has furnished Holders and filed electronically at any time they are not required to file with the Securities SEC the reports required by the preceding paragraphs, they will furnish to the Holders of Notes and Exchange Commissionto securities analysts and prospective investors, upon their request, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities Act.
Appears in 2 contracts
Samples: Indenture (Angiotech Pharmaceuticals Inc), Indenture (Tercentenary Holdings, Corp.)
Reports. Whether or not required by the Commission(a) Since January 31, so long as any Notes are outstanding1994, the Issuers shall furnish to Holders Acquiror and the Trustee, within the time periods specified in the Commission's rules and regulations:
its Subsidiaries have timely filed (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be SEC Reports required to be filed with the Commission on Form 8-K if the Issuers were and (ii) all other Reports required to file such reports. If be filed with any other Governmental Authorities, including state securities
(b) The Acquiror's Consolidated Financial Statements and any consolidated financial statements of the Company has designated Acquiror (including any related notes thereto) contained in any SEC Reports of the Acquiror filed with the Commission since January 31, 1994 (i) have been or will have been prepared in accordance with the published Regulations of the Commission and in accordance with GAAP consistently applied during the periods involved (except (A) to the extent required by changes in GAAP and (B), with respect to SEC Reports of the Acquiror filed prior to the date of this Agreement, as may be indicated in the notes thereto), and (ii) fairly present the consolidated financial position of the Acquiror and its Subsidiaries as Unrestricted Subsidiariesof the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (including, then in the quarterly case of any unaudited interim financial statements, reasonable estimates of normal and annual recurring year-end adjustments).
(c) There exist no liabilities or obligations of the Acquiror and its Subsidiaries that are Material to the Acquiror, whether accrued, absolute, contingent or threatened, which would be required to be reflected, reserved for or disclosed under GAAP in consolidated financial information required by statements of the preceding paragraph shall include a reasonably detailed presentation, either Acquiror (including the notes thereto) as of and for the period ended on the face date of this representation and warranty, other than (i) liabilities or obligations that are adequately reflected, reserved for or disclosed in the Acquiror's Consolidated Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of business of the financial statements or in the footnotes theretoAcquiror and its Subsidiaries since November 1, 1997, and in Management's Discussion and Analysis (iii) liabilities or obligations the incurrence of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers which are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required not prohibited by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Subsection 6.2(b) hereof.
Appears in 2 contracts
Samples: Merger Agreement (Unitrode Corp), Merger Agreement (Unitrode Corp)
Reports. Whether (a) Deliver to Lenders a copy of the following to the extent delivered to Revolving Loan Agent: (i) on or before the twentieth (20th) day of each month as of and for the prior month (or more frequently if required under the Revolving Loan Documents): (A) accounts receivable agings inclusive of reconciliations to the general ledger, (B) accounts payable schedules inclusive of reconciliations to the general ledger, (C) perpetual Inventory reports inclusive of reconciliations to the general ledger, (D) a detailed report summarizing all cash and Cash Equivalents of Quantum and its Subsidiaries (including an indication of which amounts constitute Qualified Cash and at which Blocked Account Banks such Qualified Cash is maintained), and (E) a Borrowing Base Certificate (which shall be calculated as of the last day of the prior month and which shall not required be binding upon Agent or Lenders or restrictive of Agent’s or Lenders’ rights under this Agreement), and (ii) within forty-five (45) days after the end of each fiscal quarter, (A) a list of all Material Customers, and (B) a roll-forward of the production Inventory reserve;
(b) on or before the last day of each month, commencing with January 31, 2019, deliver to Lenders a thirteen (13) week cash flow forecast, commencing as of the first day of the week in which it was delivered, prepared by Quantum and covering Quantum and its Subsidiaries on a consolidated basis, which cash flow forecast shall be in a form substantially similar to the Commission, so long as any Notes are outstanding, form provided to the Issuers shall furnish Lenders prior to Holders the Closing Date and prepared in good faith based upon assumptions which the Trustee, within Borrowers believe to be reasonable in light of the conditions existing at the time periods specified in the Commission's rules and regulations:of delivery thereof;
(1c) promptly following the request of the Required Lenders, deliver to Lenders such other schedules, documents, reports and/or information regarding the Collateral or the financial condition of the Loan Parties and their Subsidiaries as the Required Lenders may reasonably request; and
(d) Agent (acting at the request of the Required Lenders) shall have the right to confirm and verify all quarterly Receivables by any manner and annual financial information that would be required through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be contained provided under this Section 9.2 (other than Section 9.2(b)) are to be in a filing with form reasonably satisfactory to the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section Required Lenders and, if applicable, executed by each Loan Party and delivered to Lenders from time to time solely for Lenders’ convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Lenders shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the annual information onlyCollateral. Unless otherwise agreed to by the Required Lenders, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required items to be filed with the Commission on Form 8-K if the Issuers were required provided under this Section 9.2 shall be delivered to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required Lenders by the preceding paragraph shall include a reasonably detailed presentation, either on specific method of Approved Electronic Communication designated by the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Required Lenders.
Appears in 2 contracts
Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/), Term Loan Credit and Security Agreement (Quantum Corp /De/)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Trustee for mailing to the Holders and the Trustee, within the time periods specified in the Commission's rules and regulationsof Notes:
(1) all quarterly and annual financial information that would be required to be contained in a filing or filings by the Company with the Commission SEC on Forms 10-Q and 10-K if the Issuers were Company was required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; , and
(2) all current reports that would be required to be filed by the Company with the Commission SEC on Form 8-K if the Issuers were Company was required to file such reports, in each case within 15 days of the time periods specified in the SEC’s rules and regulations. If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIn addition, then the quarterly and annual financial information whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company may deliver the consolidated reports or financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations information of the Company and its Restricted Subsidiaries separate from to comply with the financial condition and results of operations foregoing requirements. The Company will at all times comply with TIA § 314(a). If, at any time, the Company is no longer subject to the periodic reporting requirements of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, Exchange Act for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commissionany reason, the Company will nevertheless continue filing the reports described specified in the preceding paragraphs paragraph with respect the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to CCI (including accept any consolidating financial information required by Regulation S-X relating to such filings. If, notwithstanding the Issuers)foregoing, the Issuers shall be deemed SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to be in compliance the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the provisions of this Section 4.03SEC. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
(b) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Appears in 2 contracts
Samples: Indenture (Casino One Corp), Indenture (Pinnacle Entertainment Inc)
Reports. (a) Whether or not required by the CommissionSEC’s rules and regulations, so long as any Notes are outstanding, the Issuers shall furnish Company will file with the SEC and provide to Holders and the Trustee, within one Business Day of the time periods specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsreports; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. All such reports will be prepared in all material respects in accordance with the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within the time periods specified in this Indenture. 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 Officers’ Certificates).
(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything .
(c) If, at any time, the Company is no longer subject to the contrary set forth aboveperiodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC.
(d) In addition, the Company and the Guarantors agree that, for so long as the Issuers any Notes remain outstanding, at any time they are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, not required to file the reports described in required by the preceding paragraphs with respect the SEC, they will furnish to CCI (including any consolidating financial the Holders and to securities analysts and prospective investors, upon their request, the information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities Act.
Appears in 2 contracts
Samples: First Supplemental Indenture (DRS Technologies Inc), First Supplemental Indenture (DRS Technologies Inc)
Reports. (a) Whether or not required by the Commission, so long as any Notes are outstandingCompany is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuers shall furnish to Holders Company will provide the Trustee and the TrusteeHolders of Notes within 15 Business Days after filing, or in the event no such filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under section 12b-25 of the Commission's rules and regulationsExchange Act with:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q 10‑Q and 10-K 10‑K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information financial statements only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s independent public accountants; , and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company will separately electronically deliver such reports to the Trustee). If a Parent Entity has provided the information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company has designated shall be deemed to have satisfied such requirements; provided the Parent Entity provides to the Trustee and the Holders of Notes unaudited supplemental financial information substantially similar to that included in the Offering Memorandum that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a stand-alone basis, on the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for other hand.
(b) For so long as any of the Issuers are direct or indirect wholly-owned Subsidiaries Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders of CCIthe Notes and prospective investors, if CCI has furnished Holders and filed electronically with upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange CommissionAct.
(c) Notwithstanding anything herein to the contrary, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers Company shall not be deemed to be in compliance have failed to comply with the provisions any provision of this reporting covenant for purposes of Section 4.03. 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due.
(d) Delivery of such reports, information and documents referred to above, to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Officer’s Certificates).
Appears in 2 contracts
Samples: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Reports. Whether or not (a) Regardless of whether required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders and Company will file with the Trustee, SEC (unless the SEC will not accept such a filing) within the time periods specified in the Commission's SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. .
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the XXXXX filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 its Unrestricted Subsidiaries Subsidiaries.
(f) Any and all Defaults or Events of the Company. Notwithstanding anything Default arising from a failure to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described furnish in the preceding paragraphs with respect to CCI (including a timely manner any consolidating financial information required by Regulation S-X relating to this Section 4.03 shall be deemed cured (and the Issuers), the Issuers Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03. 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(h) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificates’ Certificate).
Appears in 2 contracts
Samples: Indenture (Tetra Technologies Inc), Indenture (Compressco Partners, L.P.)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect whollymajority-owned Subsidiaries of CCIany Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers), if CCI such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Seventh Supplemental Indenture (Charter Communications, Inc. /Mo/), First Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. (a) Whether or not required by the CommissionSEC’s rules and regulations, so long as any Notes are outstanding, the Issuers shall Issuer will furnish to Holders the Trustee and the Trusteeholders of Notes, within the time periods (including any extensions thereof) specified in the Commission's SEC’s rules and regulations:
(1A) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements reports of the Company by its independent public accountants; and
(2) all current reports Issuer that would be required to be filed with the Commission SEC on Form 8-K 20‑F if the Issuers Issuer were required to file such reports; and
(B) all quarterly and current reports of the Issuer that would be required to be furnished with the SEC on Form 6‑K if the Issuer were required to furnish such reports. If All such reports will be prepared in all material respects in accordance with all of the Company has designated rules and regulations applicable to such reports. Each annual report on Form 20‑F will include a report on the Issuer’s consolidated financial statements by the Issuer’s independent registered public accounting firm. To the extent such filings are made with the SEC, the reports will be deemed to have been furnished to the Trustee and holders of Notes. The Issuer agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will (i) post (or cause to be posted) the reports referred to in this Section 4.03(a) on its Subsidiaries as Unrestricted Subsidiarieswebsite with no password protection within the time periods that would apply if the Issuer were required to file those reports with the SEC, then (ii) not later than ten (10) Business Days after the time the Issuer posts its quarterly and annual financial reports on its website, hold (or cause to be held) a quarterly conference call to discuss the information required by contained in such reports and (iii) no fewer than two (2) Business Days prior to the preceding paragraph shall include a reasonably detailed presentation, either on the face date of the financial statements conference call required to be held in accordance with clause (ii) above, issue (or in cause to be issued) a news release to appropriate wire services announcing the footnotes theretotime and date of such conference call and either including all information necessary to access the call or directing the holders or beneficial owners of, and prospective investors in, the Notes and securities analysts and market makers to contact an individual at the Issuer (for whom contact information shall be provided in Management's Discussion and Analysis of Financial Condition and Results of Operationssuch news release) to obtain the information on how to access such conference call.
(b) In addition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth aboveIssuer agrees that, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCIany Notes remain outstanding, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, at any time it is not required to file the reports described in required by the preceding paragraphs with respect the SEC, it will furnish to CCI (including any consolidating financial the holders and to securities analysts and prospective investors, upon their request, the information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)U.S. Securities Act.
Appears in 2 contracts
Samples: Indenture (International Game Technology PLC), Indenture (International Game Technology PLC)
Reports. Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers Company shall furnish to the Holders of Notes and the Trustee, within the time periods specified in the CommissionSEC's rules and regulations:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company's certified independent public accountants; and
(2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent permitted by applicable law, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the contrary set forth aboveTrustee and the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Moreover, the Company has agreed, and any Guarantor shall agree, that, for so long as any Notes remain outstanding, it shall furnish to the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Dominos Inc), Indenture (Dominos Pizza Government Services Division Inc)
Reports. Whether As of their respective dates: (i) the Petrofund Financial Statements, (ii) Petrofund’s Annual Information Form dated March 15, 2006 (including all documents incorporated by reference therein), (iii) Petrofund’s information circular and proxy statement for the annual meeting of Petrofund Unitholders on April 19, 2006, (iv) all Petrofund press releases, material change reports, business acquisition reports or not required similar documents filed with the Securities Authorities since January 1, 2006, (v) Petrofund’s annual report on Form 40-F filed with the SEC on March 20, 2006, and (vi) all prospectuses or other offering documents used by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified Petrofund in the Commission's rules and regulations:
(offering of its securities or filed with the Securities Authorities since January 1) all quarterly and annual financial information that would be , 2006, did not contain any untrue statement of a material fact or omit to state a material fact required to be contained stated therein or necessary to make the statements therein, in a filing light of the circumstances in which they were made, not misleading and complied in all material respects with the Commission on Forms 10-Q all Applicable Laws. The Petrofund Financial Statements and 10-K if the Issuers were required to file other financial statements of Petrofund included or incorporated by reference in such forms, including a “Management's Discussion statements, prospectuses and Analysis other offering documents were prepared in accordance with GAAP (except (x) as otherwise indicated in such financial statements and the notes thereto or, in the case of Financial Condition and Results audited statements, in the related report of Operations” section andPetrofund’s independent auditors or (y) in the case of unaudited interim statements, with respect to the annual information onlyextent they may not include footnotes, a report on are subject to normal year end adjustments or may be condensed or summary statements), and present fairly in accordance with GAAP the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesposition, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations and changes in financial position of Petrofund on a consolidated basis as of the Company dates thereof and its Restricted Subsidiaries separate from for the periods indicated therein (subject, in the case of any unaudited interim financial condition statements, to normal year-end audit adjustments) and results reflect appropriate and adequate reserves in respect of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCIcontingent liabilities, if CCI any, of Petrofund on a consolidated basis. There has furnished Holders and filed electronically with the Securities and Exchange Commissionbeen no material change in Petrofund accounting policies, the reports except as described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating notes to the Issuers)Petrofund Financial Statements, the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reportssince January 1, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)2006.
Appears in 2 contracts
Samples: Arrangement Agreement (Penn West Energy Trust), Arrangement Agreement (Penn West Energy Trust)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to Holders the Trustee and the Trustee, Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company’s independent registered public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIn addition, then the quarterly and annual financial information whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the financial statements or SEC, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the footnotes theretoSEC’s rules and regulations, unless the SEC will not accept such a filing, and in Management's Discussion make such information available to securities analysts and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the prospective investors upon request. The Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically will at all times comply with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the IssuersTIA Section 314(a), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
(b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Appears in 2 contracts
Samples: Eighth Supplemental Indenture (Ball Corp), Seventh Supplemental Indenture (Ball Corp)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and of Notes or cause the TrusteeTrustee to furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsreports, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the financial statements included in the annual information report only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC.
(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to the contrary set forth above, for .
(c) For so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCIany Notes remain outstanding, if CCI has furnished at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will be deemed to have provided such information to the holders, securities analysts and prospective investors if it has filed electronically reports containing such information with the Securities SEC via the XXXXX filing system and Exchange Commissionsuch reports are publicly available. The Trustee will not be under any obligation to determine whether such reports have been filed.
(d) To the extent any such information described in clauses (a) through (c) above is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers 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, unless the holders of at least 25% in compliance with principal amount of the provisions of this Section 4.03. Delivery then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.
(e) The delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates), nor shall the Trustee have any responsibility or liability for the content of any report required under this Section 4.03 or any other reports, information and documents required under this Indenture (aside from any report that is expressly the responsibility of the Trustee subject to the terms hereof).
Appears in 2 contracts
Samples: Indenture (Carmike Cinemas Inc), Indenture (Carmike Cinemas Inc)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Partnership will furnish to the Holders and of Notes or cause the TrusteeTrustee to furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the Commission's SEC’s rules and regulationsregulations applicable to an accelerated filer:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Partnership were required to file such formsreports, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information report only, a report on the annual Partnership’s consolidated financial statements of by the Company by its Partnership’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Partnership were required to file such reports. The availability of the foregoing reports on the SEC’s XXXXX filing system will be deemed to satisfy the foregoing delivery requirements. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. If, notwithstanding the foregoing, the SEC will not accept the Partnership’s filings for any reason, the Partnership will post the reports referred to in the preceding paragraphs on its website within the time periods applicable to an accelerated filer that would apply if the Partnership were required to file those reports with the SEC.
(b) If the Company Partnership has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the meaning of Rule 3-10 of Regulation S-X), then the quarterly and annual financial information required by Section 4.03(a) will include, to the preceding paragraph shall include extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 Partnership and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything Partnership.
(c) Any and all Defaults or Events of Default arising from a failure to the contrary set forth above, for so long as the Issuers are direct furnish or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described file in the preceding paragraphs with respect to CCI (including any consolidating financial a timely manner a report or information required by Regulation S-X relating to this Section 4.03 shall be deemed cured (and the Issuers), the Issuers Partnership shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or information as contemplated by this Section 4.03 (but without regard to the provisions date on which such report or information is so furnished or filed); provided that such cure shall not otherwise affect the rights of the holders under Article 6 hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(d) For so long as any Notes remain outstanding, the Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(e) This Section 4.03 does not impose any duty on the Partnership under the Sarbanes Oxley Act of 2002 and the related SEC rules that would not otherwise be applicable.
(f) The Partnership will be deemed to have furnished to the Holders and to prospective investors the reports referred to Section 4.03(a)(1) and (2) or the information referred to in Section 4.03(d) if the Partnership has posted such reports or information on the Partnership Website. For purposes of this Section 4.03. Delivery , the term “Partnership Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address xxxx://xxx.xxxxxxxxxx.xxx or such reports, information and documents other address as the Partnership may from time to time designate in writing to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Memorial Production Partners LP), Indenture (Memorial Production Partners LP)
Reports. Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders and Partnership will file with the Trustee, SEC (unless the SEC will not accept such a filing) within the time periods specified in the Commission's SEC’s rules and regulations, and upon request, the Partnership will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1a) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Partnership were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Partnership’s certified independent public accountants; and
(2b) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Partnership were required to file such reports. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If as of the Company end of any such quarterly or annual period referred to in Section 5.17(a), the Partnership has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Partnership shall deliver (promptly after such SEC filing referred to in Section 5.17(a)) to the Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by the preceding paragraph shall Section 5.17(a) as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 Partnership and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyPartnership. Notwithstanding anything Whether or not required by the SEC, the Partnership will make such information available to securities analysts, investors and prospective investors upon request. In addition, upon request the contrary set forth abovePartnership shall furnish the Trustee such other non-confidential information, for so long as documents and other reports which the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically Partnership is required to file with the Securities SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. Any and Exchange Commission, the reports described all Defaults or Events of Default arising from a failure to furnish or file in the preceding paragraphs with respect to CCI (including a timely manner any consolidating financial information or report required by Regulation S-X relating to this Section 5.17 shall be deemed cured (and the Issuers), the Issuers Partnership shall be deemed to be in compliance with the provisions of this Section 4.035.17) upon furnishing or filing such information or report as contemplated by this Section 5.17 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders of the Notes under Article VII hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of Article VII hereof and such acceleration has not been rescinded or cancelled prior to such cure. Delivery of such reports, information and documents to the Trustee pursuant to this Section 5.17 is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Partnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Tenth Supplemental Indenture (Markwest Energy Partners L P), Eighth Supplemental Indenture (Markwest Energy Partners L P)
Reports. Whether or not required by the Commissionrules and regulations of the SEC, so long as any Term Notes are outstanding, the Issuers Borrower shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
Lenders (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Borrower were required to file such forms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to " that describes the annual information only, a report on the annual consolidated financial statements condition and results of operations of the Company by Borrower and its independent public accountants; and
consolidated Subsidiaries (2) all current reports that would be required showing in reasonable detail, in the footnotes to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (in each case to the extent not prohibited by the SEC's rules and regulations), of (A) the financial condition and results of operations of the Company Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to Borrower and (B) the contrary set forth aboveTower Cash Flow for the most recently completed fiscal quarter and the Adjusted Consolidated Cash Flow for the most recently completed four-quarter period) and, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI the annual information only, a report thereon by the Borrower's certified independent accountants and (including any consolidating financial information ii) all current reports that would be required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance filed with the provisions of this Section 4.03. Delivery of SEC on Form 8-K if the Borrower were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Borrower shall file a copy of all such information and documents reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to the Trustee is for informational purposes only securities analysts and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)prospective investors upon request.
Appears in 2 contracts
Samples: Term Loan Agreement (Crown Castle International Corp), Term Loan Agreement (Crown Castle International Corp)
Reports. (a) Whether or not required by the CommissionSEC’s rules and regulations, so long as any Notes are outstanding, the Issuers Company shall furnish to Holders the Trustee and the TrusteeHolders, within the time periods (including any extensions thereof) specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information reports of the Company that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsreports; and
(2) all current reports of the Company that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company has designated shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders. To the extent such filings are not made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph.
(b) In addition, the Company agrees that, for so long as any of its Subsidiaries as Unrestricted SubsidiariesNotes remain outstanding, then if at any time the quarterly and annual financial information Company is not required to file the reports required by the preceding paragraph shall include a reasonably detailed presentationparagraphs with the SEC, either it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) Notwithstanding the foregoing, the foregoing obligations may be satisfied with respect to financial and other information of the Company by furnishing (including by filing with the SEC) (i) the applicable financial statements of Vistra. (or any other direct or indirect parent of the Company) or (ii) Vistra (or any other direct or indirect parent of the Company, as applicable) Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to Section 4.03(a), to the extent such information relates to Vistra (or any other direct or indirect parent of the Company), such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Vistra or such other parent, on the face of the financial statements or in the footnotes theretoone hand, and in Management's Discussion the information relating to the Company on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries separate do not differ from the financial condition Total Assets and results the Consolidated EBITDA, respectively, of operations of the Unrestricted Subsidiaries Vistra (or any other direct or indirect parent of the Company. Notwithstanding anything ) and its consolidated Subsidiaries by more than 5.0%).
(d) The Trustee shall have no duty to the contrary set forth above, for so long as the Issuers are direct review or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the analyze reports described in the preceding paragraphs with respect delivered to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03it. Delivery of such reports, information and documents documents, if any, to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers' Certificatesan Officer’s Certificate).
(e) To the extent any information is not filed or provided within the time periods specified in this Section 4.03 and such information is subsequently filed or provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
Appears in 2 contracts
Reports. Whether or not required by the Commission, so So long as any Notes are outstandingOutstanding, the Issuers Company shall file with the Trustee and shall furnish to the Holders and the Trusteeof Notes, within the time periods specified in the CommissionSEC's rules and regulations:
(1) all quarterly and annual reports filed by the Company with the SEC on Forms 10-Q and 10-K or, if at any time the Company is not required to file such reports with the SEC, all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company's independent public accountants; and
(2) all current reports filed by the Company with the SEC on Form 8-K or, if at any time the Company is not required to file such reports with the SEC, all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If The Company shall timely file all reports required to be filed with the SEC. In addition, if at any time the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesis not required to file reports with the SEC, then the quarterly and annual financial information required by the preceding paragraph Company shall include file a reasonably detailed presentation, either on the face copy of the financial statements or information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the footnotes theretoSEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors. Notwithstanding the foregoing, 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 any Subsidiary Guarantors (to the financial condition extent that such Subsidiary Guarantors are so required under the TIA) shall file with the Trustee and results of operations the SEC, and transmit to the Holders of the Unrestricted Subsidiaries of the Company. Notwithstanding anything Notes, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the contrary set forth above, for so long as TIA at the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders times and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. 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 manner provided therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Medco Health Solutions Inc), Indenture (Medco Health Solutions Inc)
Reports. Whether or not required by the Commission, so (a) So long as any Notes are outstanding, the Issuers shall furnish to Holders and Parent will file with the TrusteeSEC or make publicly available on a website, within the time periods (including any extensions thereof) specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Parent were required to file such forms, including reports as a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsnon-accelerated filer; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Parent were required to file such reports. If Notwithstanding any of the Company has designated foregoing, at any time when the Parent does not otherwise file such reports with the Commission, (a) no certifications, reports or attestations concerning the financial statements, disclosure controls and procedures or internal controls that would otherwise be required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the SEC rules and regulations implementing that Act, will be required; (b) no financial schedules specified in Regulation S-X under the Securities Act will be required; (c) compliance with the requirements of Item 10(e) of Regulation S-K under the Securities Act will not be required; (d) information specified in Rules 13-01 and 13-02 of Regulation S-X under the Securities Act with respect to Subsidiaries and Affiliates will not be required; and (e) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act will be required.
(b) In addition, the Issuer, the Parent and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by this Section 4.03 with the SEC, they will furnish to the Trustee, Holders and to securities analysts and bona fide prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) Delivery of any such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Parent’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). Further, the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s XXXXX filing system (or its successor) or made publicly available on a website.
(d) At any time that any of the Parent’s Unrestricted Subsidiaries as Unrestricted Subsidiarieswould be a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and thereto or in a separate discussion (which may be contained in the “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section of the applicable quarterly or annual report), of the financial condition and results of operations of the Company Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Parent.
Appears in 2 contracts
Samples: Indenture (Sunnova Energy International Inc.), Indenture (Sunnova Energy International Inc.)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Authority will file a copy of each of the following reports with the SEC for public availability (unless the SEC will not accept such a filing, in which case the Authority will otherwise publicly post such reports) and will furnish to the Holders and the Trustee, Trustee (in each case which may be deemed to be made by electronic transmission via the SEC’s XXXXX system or any successor system thereto or by posting to the publicly available website of the Authority) within 15 days after the end of the time periods specified in the Commission's SEC’s rules and regulationsregulations for filings of current, quarterly and annual reports:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Authority were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to that describes the annual information only, a report on the annual consolidated financial statements condition and results of operations of the Company by Authority and its independent public accountants; and
consolidated subsidiaries (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the consolidated financial statements or in the footnotes thereto, thereto 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 Authority and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything Authority, to the contrary set forth aboveextent that would be required by the rules, for so long as regulations or interpretive positions of the Issuers are direct or indirect wholly-owned Subsidiaries of CCISEC) and, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI the annual report only, a report thereon by the Authority’s independent registered public accounting firm; and
(including ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Authority were required to file such reports.
(b) So long as any consolidating financial Notes remain outstanding, at any time that the Authority is not subject to Section 13 or 15(d) of the Exchange Act, the Authority will furnish to the Holders and to securities analysts and prospective purchasers of the Notes, upon their request, the information required by Regulation S-X relating to be delivered pursuant to Rule 144A(d)(4) under the Issuers), Securities Act.
(c) The Authority shall file with the Issuers shall Trustee and provide to Holders (which may be deemed to be in compliance made by electronic transmission via the SEC’s XXXXX system or any successor system thereto), within 15 days after it files them with the provisions NIGC, copies of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to all reports which the Trustee Authority is entitled required to rely exclusively on Officers' Certificates)file with the NIGC pursuant to 25 C.F.R. Part 514.
Appears in 2 contracts
Samples: Indenture (Mohegan Tribal Gaming Authority), Indenture (Mohegan Tribal Gaming Authority)
Reports. Whether or not required by the Commission, so long as any Notes are outstandingCompany is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuers Company shall furnish file with the SEC and provide the Trustee and Holders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to Holders a U.S. corporation subject to such Sections, such reports to be so filed and the Trustee, provided within the time periods specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the Commission's rules preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The availability of the foregoing reports on the SEC’s XXXXX service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and regulations:
(1) all quarterly and annual financial information the Holders. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the specified reports on its website within the time periods that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K apply if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, those reports with respect to the annual information only, a report on the annual consolidated financial statements SEC. At any time that any of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Company’s Subsidiaries as are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything In addition, at any time when the Company is not subject to the contrary set forth abovereporting requirements of Section 13 or 15(d) of the Exchange Act, for the Company shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Issuers Securities are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with not freely transferable under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Act.
Appears in 2 contracts
Samples: Indenture (Rotech Healthcare Inc), Indenture (Rotech Healthcare Inc)
Reports. Whether or not (a) To the extent Holdings is required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Holdings will furnish to Holders the Trustee and to the Trustee, within the time periods specified in the Commission's rules and regulationsHolders:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Holdings were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section that describes the financial condition and results of operations of Holdings and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual consolidated financial statements thereon by Holdings’ certified independent accountants; provided that no information required to be provided pursuant to Rule 3-10 or Rule 3-16 of the Company by its independent public accountantsRegulation S-X shall be required to be included therein; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Holdings were required to file such reports, in each case, within the time periods required for filing such forms and reports as specified in the SEC’s rules and regulations, including any extension period under Rule 12b-25 under the Exchange Act (and during any period in which Holdings is not required to file reports with the SEC, within the time periods specified in the SEC’s rules and regulations applicable to a “non-accelerated filer,” including any extension period under Rule 12b-25 under the Exchange Act). If To the Company has designated extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of its Subsidiaries as Unrestricted SubsidiariesDefault with respect thereto shall be deemed to have been cured. The filing by Holdings of such information and such reports with the SEC shall satisfy any requirement under this Indenture to furnish such reports to the Trustee and to Holders. In addition, then to the quarterly and annual financial information required extent not satisfied by the preceding paragraph shall include a reasonably detailed presentationforegoing, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth aboveHoldings will agree that, for so long as any Notes are outstanding, it will furnish to the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Trustee and to the Holders and filed electronically with to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI Act.
(including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' CertificatesOfficer’s Certificates delivered pursuant to this Indenture).
Appears in 2 contracts
Samples: Indenture (J C Penney Co Inc), Indenture (J C Penney Co Inc)
Reports. Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders and Partnership will file with the Trustee, SEC (unless the SEC will not accept such a filing) within the time periods specified in the Commission's SEC’s rules and regulations, and upon request, the Partnership will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1a) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Partnership were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Partnership’s certified independent public accountants; and
(2b) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Partnership were required to file such reports. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If as of the Company end of any such quarterly or annual period referred to in Section 5.16(a), the Partnership has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Partnership shall deliver (promptly after such SEC filing referred to in Section 5.16(a)) to the Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by the preceding paragraph shall Section 5.16(a) as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 Partnership and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyPartnership. Notwithstanding anything Whether or not required by the SEC, the Partnership will make such information available to securities analysts, investors and prospective investors upon request. In addition, upon request the contrary set forth abovePartnership shall furnish the Trustee such other non-confidential information, for so long as documents and other reports which the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically Partnership is required to file with the Securities SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. Any and Exchange Commission, the reports described all Defaults or Events of Default arising from a failure to furnish or file in the preceding paragraphs with respect to CCI (including a timely manner any consolidating financial information or report required by Regulation S-X relating to this Section 5.16 shall be deemed cured (and the Issuers), the Issuers Partnership shall be deemed to be in compliance with the provisions of this Section 4.035.16) upon furnishing or filing such information or report as contemplated by this Section 5.16 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders of the Notes under Article VII hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of Article VII hereof and such acceleration has not been rescinded or cancelled prior to such cure. Delivery of such reports, information and documents to the Trustee pursuant to this Section 5.16 is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Partnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Fifteenth Supplemental Indenture (Markwest Energy Partners L P), Thirteenth Supplemental Indenture (Markwest Energy Partners L P)
Reports. Whether (a) Each of Parent, Holdco and their respective Subsidiaries has timely filed or not required by the Commissionfurnished, so long as applicable, all material reports, registrations and statements, together with any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be amendments required to be contained in a filing made with the Commission on Forms 10-Q and 10-K if the Issuers respect thereto, that they were required to file such forms(or furnish, as applicable) since January 1, 2013 with any Regulatory Agencies, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section andany material report, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable in connection therewith. Except for examinations of Parent, Holdco and their respective Subsidiaries conducted by a Regulatory Agency in the ordinary course of business, no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge of Parent or Holdco, investigation into the business or operations of Parent, Holdco or any of their respective Subsidiaries since January 1, 2013. Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect, there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations or inspections of Parent, Holdco or any of their respective Subsidiaries.
(b) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated SEC by Parent or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act, as Unrestricted Subsidiariesthe case may be, then since January 1, 2013 (the quarterly “Parent SEC Reports”) is publicly available. No such Parent SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationproxy statements, either on the face dates of effectiveness and the dates of the financial relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements or therein, in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, light of the financial condition and results circumstances in which they were made, not misleading, except that information filed or furnished as of operations a later date (but before the date of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers this Agreement) shall be deemed to be modify information as of an earlier date. As of their respective dates, all Parent SEC Reports filed or furnished under the Securities Act and the Exchange Act complied as to form in compliance all material respects with the provisions published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 4.03302 or 906 of the Xxxxxxxx-Xxxxx Act. Delivery As of such reportsthe date of this Agreement, information and documents there are no outstanding comments from, or material unresolved issues raised by, the SEC with respect to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Parent SEC Reports.
Appears in 2 contracts
Samples: Merger Agreement (Privatebancorp, Inc), Merger Agreement (Canadian Imperial Bank of Commerce /Can/)
Reports. Whether or not required by the CommissionIssuer is then subject to Section 13 or 15(d) of the Exchange Act, the Issuer will file with the SEC, so long as any Notes Securities are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
annual reports (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information onlyfinancial statements, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required thereon by the preceding paragraph shall include Issuer's independent accountants), quarterly reports (including a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations") and other periodic reports which the Issuer would have been required to file with the SEC pursuant to such Section 13 or 15(d) if the Issuer were so subject, of and such documents shall be filed with the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything SEC on or prior to the contrary set forth aboverespective dates (the "Required Filing Dates") by which the Issuer would have been required so to file such documents if the Issuer were so subject. The Issuer will also in any event, for so long as any Securities are outstanding and whether or not the Issuers are direct or indirect wholly-owned Subsidiaries filing of CCIsuch documents by the Issuer with the SEC is prohibited under the Exchange Act, if CCI has furnished within 15 days of each Required Filing Date, (a) transmit by mail to all Holders of Securities, as their names and addresses appear in the Registrar's books, without cost to such Holders and filed electronically (b) file with the Securities Trustee, copies of the annual reports, quarterly reports and Exchange Commission, other periodic reports which the reports described in the preceding paragraphs with respect Issuer would have been required to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Issuer were subject to such Section 13 or 15(d). The Issuer will also comply with any other periodic reporting provisions of this Section 4.03pursuant to TIA (S) 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Globe Holdings Inc), Indenture (Globe Manufacturing Corp)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company's certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the contrary set forth aboveCommission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (H&e Finance Corp), Indenture (H&e Finance Corp)
Reports. (a) Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Trustee and to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's SEC’s rules and regulations including any extension periods available under such rules and regulations and excluding any requirement and time periods applicable to “accelerated filers” (as defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to securities analysts and potential investors upon request:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Narrative Analysis of Results of Operations” or “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations,” section as applicable, and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. Notwithstanding the foregoing, the Company will not be required to furnish any information or reports that are separate from information or reports furnished by Huntsman Corporation, and the requirements specified in this Section 4.03 will be deemed to be satisfied upon Huntsman Corporation’s filing of its required reports with the SEC; provided that the consolidated assets, liabilities, revenues and net income of Huntsman Corporation are substantially similar to those of the Company at the time of such filing.
(b) If the Company has designated as an Unrestricted Subsidiary any of its Subsidiaries as Unrestricted Subsidiariesthat would constitute a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, and or in Narrative Analysis of Results of Operations or Management's ’s Discussion and Analysis of Financial Condition and Results of Operations, as applicable, 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 any such Unrestricted Subsidiaries of the Company. Notwithstanding anything to .
(c) In the contrary set forth above, for so long as the Issuers are event that any direct or indirect wholly-owned Subsidiaries parent company of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange CommissionCompany is or becomes a Guarantor of the Notes, the reports described in Company may satisfy the preceding paragraphs requirements of this Section 4.03 with respect to CCI (including any consolidating financial information required relating to the Company by furnishing financial information relating to such direct or indirect parent company as provided in Section 3-10 of Regulation S-X relating under the Exchange Act.
(d) For so long as any Notes remain outstanding, if at any time they are not required to file with the IssuersSEC the reports required by Sections 4.03(a) and (b), the Issuers shall be deemed Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Securities Act.
(e) Delivery of such reports, information the reports and documents described above to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers' Certificates’ Certificate).
(f) For purposes of this Section 4.03, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no obligation to determine whether or not the Company shall have made such filings.
Appears in 2 contracts
Samples: Indenture (Huntsman International LLC), Indenture (Huntsman CORP)
Reports. (1) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
of Notes (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " that describes the financial condition and results of operations of the Company and its Subsidiaries and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company's independent certified public accountants; and
accountants and (2ii) all current 38 44 reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information with the SEC for public availability (unless the SEC will not accept such filing) and make such information available to investors or prospective investors who request it in writing.
(2) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly is not subject to and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the informational requirements of Sections 13 or 15(d) of the Exchange Act at any time while the Notes constitute "restricted securities" within the meaning of the Securities Act, it will furnish to the Holders of the Notes and prospective purchasers of the Notes designated by Holders of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act until such time as the Company either exchanges all of the Notes for the Exchange Notes or has registered under the Securities Act and continues to maintain a registration statement with respect to the resale of all of the Notes pursuant to the Registration Rights Agreement.
(3) Upon qualification of this Indenture under the TIA, the Company shall also comply with the provisions of TIA [section].314(a).
(4) For so long as any Transfer Restricted Securities remain outstanding, the Company shall, if it is not subject to and in compliance with the informational requirements of Section 13 or 15(d) of the Exchange Act, furnish to all Holders or beneficial owners of Notes and prospective purchasers of the Notes designated by the Holders of Transfer Restricted Securities, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(5) The Company shall deliver directly, or shall at its own expense provide the Trustee with a sufficient number of copies thereof for delivery at the Company's expense by the Trustee, all reports and other documents and information that the Company may be required to deliver to the Holders under this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)4.02.
Appears in 2 contracts
Samples: Indenture (Nortek Inc), Indenture (Nortek Inc)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish Business Associate agrees to Holders and the Trustee, within the time periods specified in the Commission's rules and regulationsreport to Covered Entity:
5.1 Any Use or Disclosure of PHI not authorized by this BAA within five (15) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements days of the Company by its independent public accountantsBusiness Associate becoming aware of such unauthorized Use or Disclosure;
5.2 Any Security Incident within five (5) days of the Business Associate becoming aware of the Security Incident; and
5.3 Each report of a Breach of Unsecured PHI Discovered by Business Associate, to the extent Business Associate accesses, maintains, retains, modifies, records, stores, destroys or otherwise holds, Uses or Discloses Unsecured PHI, unless delayed for law enforcement purposes, shall be made without delay and in no case later than thirty (230) all current reports that would be required to be filed with calendar days after Discovery of the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesBreach, then the quarterly and annual financial information required by the preceding paragraph shall include a the identification of each Individual whose Unsecured PHI has been, or is reasonably detailed presentationbelieved by Business Associate to have been, either on the face of the financial statements accessed, acquired or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyDisclosed during such Breach. Notwithstanding anything herein to the contrary set forth abovecontrary, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery 5.3 shall only be applicable to Breaches that are Discovered on or after the date that is thirty (30) days after the date of such reportspublication of interim final regulations promulgated by the Secretary that address notifications of Breaches of Unsecured PHI.
5.4 Business Associate agrees to indemnify and hold harmless, information Covered Entity, its Officers, directors, shareholders, agents, and documents employees against all liability claims, damages, suits, demands, expenses, and civil monetary penalties (including but not limited to, court costs and reasonable attorneys’ fees) of every kind arising out of the negligent errors and omissions or willful misconduct of Business Associate, its agents, servants, employees and independent contractors (excluding Covered Entity) in the performance of or conduct relating to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)this Section 5.
Appears in 2 contracts
Samples: Service Agreement, Service Agreement
Reports. Whether Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or not required Section 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 CommissionSEC, so long as any Notes are outstanding, the Issuers Company shall furnish to Holders and the Trusteeholders of the Notes or cause the Trustee to furnish to the holders of the Notes, within the time periods (including any extensions thereof) specified in the Commission's SEC’s rules and regulations:;
(1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsreports; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If ; provided, however, that the Company has designated any shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of its Subsidiaries as Unrestricted Subsidiariesthe Notes, then in addition to providing such information to the quarterly Trustee and annual financial the Holders, in each case within fifteen (15) days after the time the Company would be required to file such information required 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 preceding paragraph shall include a reasonably detailed presentationforegoing, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth aboveagrees that, for so long as any Notes remain outstanding, it shall furnish to the Issuers are holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In the event that:
(a) the rules and regulations of the SEC permit the Company and any direct or indirect wholly-owned Subsidiaries parent of CCIthe Company to report at such parent entity’s level on a consolidated basis; and
(b) such parent entity is not engaged in any business in any material respect other than incidental to its ownership, if CCI has furnished Holders and filed electronically directly or indirectly, of the capital stock of the Company, such consolidated reporting at the parent entity’s level in a manner consistent with the Securities and Exchange Commission, the reports that described in this Section for the preceding paragraphs Company will satisfy this Section, and this Indenture shall permit the Company to satisfy its obligations in this Section with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, Company by furnishing financial information and documents relating to the Trustee Guarantor; provided that such financial information is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Guarantor and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as Subsidiaries other than the Company and the Subsidiaries, on the one hand, and the information relating to which the Trustee is entitled to rely exclusively Company and its Subsidiaries of the Company on Officers' Certificates)a stand-alone basis, on the other hand.
Appears in 2 contracts
Samples: Indenture (Sba Communications Corp), Indenture (Sba Communications Corp)
Reports. Whether or not required by the Commission, so So long as any Notes are outstanding, the Issuers shall Company will furnish to Holders and the Trusteeholders of Notes, within the time periods specified in the CommissionSEC's rules and regulations:
: (1a) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K (or any successor forms) if the Issuers Company were required to file such those forms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on the annual consolidated financial statements of statement by the Company by its Company's certified independent public accountants; and
and (2b) all current reports that would be required to be filed with the Commission SEC on Form 8-K (or any successor form) if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph foregoing shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretofootnotes, 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 of the Company. Notwithstanding anything In addition, the Company will file a copy of all information and reports referred to above with the contrary set forth aboveSEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept that filing) and make that information available to securities analysts and prospective investors upon request. The Company and the Subsidiary Guarantors have also agreed that, for so long as any Notes remain outstanding, they will furnish to the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect Act. Subject to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery Article 7 hereof, delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Ames Department Stores Inc), Indenture (Ames Department Stores Inc)
Reports. (a) Whether or not required by the Commission, so long as any Notes are outstanding, outstanding the Issuers shall Issuer will furnish to the Trustee and Cede & Co., as the nominee of the DTC, on behalf of the Holders and the Trusteeof Notes, within the time periods specified in the Commission's rules and regulationsregulations for a non-accelerated filer:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers Issuer were required to file such formsForms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Issuer's certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Issuer were required to file such reports. If ; provided, that if the Company has designated Issuer files such reports electronically with the Commission's Electronic Data Gathering Analysis and Retrieval System (or any of its Subsidiaries successor system) within such time periods, the Issuer shall not be required under this Indenture to furnish such reports as Unrestricted Subsidiariesspecified above.
(b) In addition, then following the quarterly and annual financial information date by which the Issuer is required to consummate the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the preceding paragraph shall include Commission, the Issuer will file a reasonably detailed presentation, either on the face copy of all of the financial statements or information and reports referred to in Sections 4.17(a)(1) and (2) with the Commission for public availability within the time periods specified in the footnotes theretoCommission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer 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 of the Company. Notwithstanding anything to the contrary set forth aboveGuarantors have agreed that, for so long as any Notes (but not the Issuers are Exchange Notes) remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(c) In addition, if at any time any Parent becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or any direct or indirect wholly-owned Subsidiaries parent of CCI, if CCI has furnished Holders the Issuer (and filed electronically performs only the related incidental activities associated with such ownership) and complies with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by requirements of Rule 3-10 of Regulation S-X relating to promulgated by the IssuersCommission (or any successor provision), the Issuers reports, information and other documents required to be filed and furnished to holders of the Notes pursuant to this Section 4.17 may, at the option of the Issuer, be filed by and be those of such Parent rather than the Issuer.
(d) To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Section 6.01 if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be in compliance with due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.034.17 for the purposes of making such reports available to it and to the Holders of the Notes who may request such information. Delivery of such reports, information and documents to the Trustee as may be required under this Section 4.17 is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' CertificatesCertificate).
Appears in 2 contracts
Samples: Indenture (Nortek Inc), Indenture (Nortek Inc)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCIany Parent (or other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers), if CCI such Parent (or other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI such Parent (or other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: First Supplemental Indenture (Charter Communications, Inc. /Mo/), Second Supplemental Indenture (Charter Communications, Inc. /Mo/)
Reports. Whether (a) Prior to the Acquisition Date, ACEP will furnish to all holders of the Notes and prospective purchasers of the Notes designated by the holders, promptly upon their request, the information required to be delivered under Rule 144A(d)(4) of the Securities Act. In addition, until consummation of the Acquisitions, ACEP will file with the Trustee, by the day that it would have been required to file the same with the SEC if ACEP had been subject to the periodic reporting requirements of the Exchange Act and excluding any time periods applicable to "accelerated filers" under the Exchange Act, quarterly and annual financial statements, including any notes thereto (and with respect to annual financial statements only, an auditors' report by a firm of established national reputation), and a "Management's Discussion and Analysis of Results of Operations and Financial Condition," both comparable to that which ACEP would have been required to include in a quarterly report on Form 10-Q or an annual report on Form 10-K if ACEP had been subject to those periodic reporting requirements and prepared as combined financial statements presenting the financial position, results of operations and cash flows of American Casino & Entertainment Properties which is comprised of Stratosphere Corporation and its wholly-owned subsidiaries, Stratosphere Gaming Corp., Stratosphere Land Corporation, Stratosphere Advertising Agency, Stratosphere Leasing, LLC, 0000 Xxxxx Xxx Xxxxx Xxxxxxxxx Retail Corporation and Stratosphere Development, LLC, Arizona Charlie's, Inc., and its wholly-owned subsidiary Jetset LLC; and Fresca, LLC, for applicable periods ended December 31, 2000 and thereafter.
(b) Following the Acquisitions, whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and of Notes or cause the TrusteeTrustee to furnish to the Holders of Notes, within the time periods specified in the CommissionSEC's rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company's certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and, if the SEC will not accept such a filing, will post the reports on its website within those time periods. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. The Company will at all times comply with TIA Section 314(a).
(c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for .
(d) For so long as any Notes remain outstanding, the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Company and the Guarantors will furnish to the Holders and filed electronically with to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Act.
Appears in 2 contracts
Samples: Indenture (American Real Estate Partners L P), Indenture (Stratosphere Leasing, LLC)
Reports. Whether or not required by the Commission(a) With respect to each calendar year, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods frame specified in by the Commission's rules Management Committee, the Management Committee or any duly authorized Officer(s) shall cause to be prepared and regulationsdelivered to each Partner:
(1i) all quarterly a statement of operations and annual financial information that would be required to be contained in a filing with statement of cash flows for such year, a balance sheet and a statement of each Partner’s Capital Account as of the Commission on Forms 10-Q end of such year, and 10-K if an audited report thereon of the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect independent certified public accountant to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountantsPartnership; and
(2ii) all current reports that would such federal, state and local income tax returns and such other accounting and tax information and schedules as shall be required necessary for tax reporting purposes by each Partner with respect to such year.
(b) The Management Committee or any duly authorized Officer(s) shall cause to be filed with prepared and delivered to the Commission on Form 8-K if Partners the Issuers were required following information within 90 Days after the end of each calendar year:
(i) a discussion and analysis of the results of operations including detailed explanations of significant variances in revenues, expenses and cash flow activities appearing in the audited financial statements, as compared to file the same periods in the prior calendar year, and relevant operational statistics, including volumetric data;
(ii) a schedule of amounts due by year for contractual obligations that will impact Available Cash, including, but not limited to, notes payable, capital leases, operating leases, and purchase obligations; and
(iii) such reports. If the Company has designated any of its Subsidiaries forecasts as Unrestricted Subsidiaries, then the quarterly and annual financial information required are specified by the preceding paragraph Management Committee.
(c) Within 30 Days after the end of each calendar month, the Management Committee or any duly authorized Officer(s) shall include a reasonably detailed presentation, either on cause to be prepared and delivered to each Partner with an appropriate certification of the face of Person authorized to prepare the same (provided that the Management Committee may change the financial statements required by this Section 8.2(c) to a quarterly basis or in may make such other change therein as it may deem appropriate):
(i) A statement of operations for such month (including sufficient information to permit the footnotes theretoPartners to calculate their tax accruals) and for the portion of the calendar year then ended as compared with the same periods for the prior calendar year and with the budgeted results for the current periods; and
(ii) A balance sheet and a statement of each Partner’s Capital Account as of the end of such month and the portion of the calendar year then ended.
(d) Within 30 Days after the end of each of the first three calendar quarters of each year, the Management Committee or any duly authorized Officer(s) shall cause to be prepared and delivered to each Partner (i) a statement of operations for such quarter and year-to-date, a statement of cash flows and a statement of each Partner’s Capital Account for the year-to-date period, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, a balance sheet as of the financial condition end of such quarter, (ii) a discussion and analysis of the results of operations including detailed explanations of the Company significant variances in revenues, expenses and its Restricted Subsidiaries separate from cash flow activities appearing in the financial condition and results of operations of statements (as formally reviewed by the Unrestricted Subsidiaries of the Company. Notwithstanding anything independent certified public accountants to the contrary set forth abovePartnership), for so long as compared to the same periods in the prior calendar year, and relevant operational statistics, including volumetric data, and (iii) within 40 Days after the end of such quarter, a formal review report thereon by the independent certified public accountant.
(e) The Management Committee or any duly authorized Officer(s) shall also cause to be prepared and delivered to each Partner such other reports, forecasts, studies, budgets and other information as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect Management Committee may request from time to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)time.
Appears in 2 contracts
Samples: General Partnership Agreement (El Paso Pipeline Partners, L.P.), General Partnership Agreement (El Paso Pipeline Partners, L.P.)
Reports. (a) Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Trustee and to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's SEC’s rules and regulations including any extension periods available under such rules and regulations and excluding any requirement and time periods applicable to “accelerated filers” (as defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to securities analysts and potential investors upon request:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Narrative Analysis of Results of Operations” or “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations,” section as applicable, and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. Notwithstanding the foregoing, the Company will not be required to furnish any information or reports that are separate from information or reports furnished by Huntsman Corporation, and the requirements specified in this Section 4.03 will be deemed to be satisfied upon Huntsman Corporation’s filing of its required reports with the SEC; provided that the consolidated assets, liabilities, revenues and net income of Huntsman Corporation are substantially similar to those of the Company at the time of such filing.
(b) If the Company has designated as an Unrestricted Subsidiary any of its Subsidiaries as Unrestricted Subsidiariesthat would constitute a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, and or in Narrative Analysis of Results of Operations or Management's ’s Discussion and Analysis of Financial Condition and Results of Operations, as applicable, 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 any such Unrestricted Subsidiaries of the Company. Notwithstanding anything to .
(c) In the contrary set forth above, for so long as the Issuers are event that any direct or indirect wholly-owned Subsidiaries parent company of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange CommissionCompany is or becomes a Guarantor of the Notes, the reports described in Company may satisfy the preceding paragraphs requirements of this Section 4.03 with respect to CCI (including any consolidating financial information required relating to the Company by furnishing financial information relating to such direct or indirect parent company as provided in Section 3-10 of Regulation S-X relating under the Exchange Act.
(d) For so long as any Notes remain outstanding, if at any time they are not required to file with the IssuersSEC the reports required by Sections 4.03(a) and (b), the Issuers shall be deemed Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Securities Act.
(e) Delivery of such reports, information the reports and documents described above to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such reports and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers' Certificates’ Certificate).
(f) For purposes of this Section 4.03, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available; provided, however, that the Trustee shall have no obligation to determine whether or not the Company shall have made such filings.
Appears in 2 contracts
Samples: Indenture (Huntsman International LLC), Indenture (Huntsman International LLC)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers and the Guarantor shall furnish to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers and the Guarantor were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Issuers' certified independent public accountants and the Guarantor'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 Issuers or the Guarantor were required to file such reports. If the Company Issuers or the Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Issuers or the Guarantor, as the case may be, and its their respective Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to Issuers or the contrary set forth aboveGuarantor, for so long as the Issuers are direct case may be. In addition, whether or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with not required by the Securities and Exchange Commission, the Issuers and the Guarantor shall file a copy of all of the information and reports described referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the preceding paragraphs with respect Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information securities analysts and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)prospective investors upon request.
Appears in 2 contracts
Samples: Indenture (Charter Communications Holdings Capital Corp), Indenture (Charter Communications Holdings Capital Corp)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers OI Group shall furnish to the Trustee and registered Holders and of the TrusteeNotes, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers OI Group were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its OI Group’s independent registered public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers OI Group were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth aboveIn addition, for so long as any Notes remain outstanding, the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Company and the Guarantors shall furnish to the Holders and filed electronically 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. OI Group shall deliver to the Trustee within 15 days after it files them with the Securities Commission copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that OI Group is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange CommissionAct; provided, however, the reports described in the preceding paragraphs with respect Company shall not be required to CCI (including any consolidating financial information required by Regulation S-X relating deliver to the Issuers), Trustee any materials for which OI Group has sought and received confidential treatment by the Issuers shall be deemed to be in compliance with the provisions Commission. For purposes of this Section 4.03, OI Group will be deemed to have furnished the information and reports to the Trustee and the Holders as required by this Section 4.03 if OI Group has filed such reports with the Commission via the XXXXX filing system and such information and reports are publicly available or, provided the Trustee and the Holders are given prior written notice of such practice before the first posting thereof, OI Group has posted such information and reports on OI Inc.’s website (xxx.x-x.xxx) and such information and reports are publicly available, including to the Trustee, the Holders, securities analysts and prospective investors. 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 or actual notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s or the Guarantors’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure the compliance with the provisions of this Indenture or to ascertain the correctness of the information or statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed in writing otherwise.
Appears in 2 contracts
Samples: Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company and the Guarantors will furnish to Holders the Trustee and the Trustee, within Holders of the time periods specified in the Commission's rules and regulations:
Notes (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company and the Guarantors were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of Company's and the Company by its Guarantors' certified independent public accountants; and
, and (2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company and the Guarantors were required to file such reports. If , in each case within the Company has designated any time periods specified in the SEC's rules and regulations (with the exception of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information that would be required to be contained in a filing with the SEC on Form 10-Q for the three months ended March 31, 1998, which will be required to be furnished on or prior to May 31, 1998). In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the financial statements or in the footnotes theretoSEC, 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 Guarantors will file a copy of all such information and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically reports with the Securities and Exchange Commission, SEC for public availability within the reports described time periods specified in the preceding paragraphs with respect SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to CCI (including any consolidating financial information required by Regulation S-X relating to securities analysts and prospective investors upon request. The Company and the Issuers), the Issuers Guarantors shall be deemed to be have satisfied such requirements if GCL or New GCL files and provides reports, documents and information of the types otherwise so required by the SEC, in compliance with each case within the provisions of this Section 4.03. Delivery of applicable time periods, and the Company and the Guarantors are not required by the SEC to file such reports, documents and information separately under the applicable rules and documents regulations of the SEC (after giving effect to any exemptive relief) because of the filings by GCL or New GCL. The Company shall at all times comply with TIA (S) 314(a).
(b) For so long as any Series A Notes remain outstanding (and regardless of the penultimate sentence of paragraph (a) above), the Company and the Guarantors shall furnish to the Trustee is for informational purposes only Holders and to securities analysts and prospective investors, upon their request, the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including required to be delivered pursuant to Rule 144A(d)(4) under the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities Act.
Appears in 2 contracts
Samples: Indenture (Global Crossing LTD), Indenture (Global Crossing LTD LDC)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, Parent will file a copy of each of the Issuers shall furnish reports referred to Holders in clauses (1) and (2) below with the Trustee, SEC for public availability within the time periods (including all applicable extension periods) specified in the Commission's SEC rules and regulations:regulations applicable to such reports (unless the SEC will not accept such a filing):
(1) all quarterly and annual financial information reports that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Parent were required to file such formsreports, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if Parent or the Issuers Company were required to file such reports; provided that the availability of the foregoing reports on the SEC’s XXXXX service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and any Holder. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, if neither Parent nor the Company is required under the rules and regulations of the SEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is also included in the offering memorandum dated March 8, 2013. Each annual report on Form 10-K will include a report on Parent’s consolidated financial statements by Parent’s certified independent accountants. The Company will at all times comply with TIA §314(a). If the SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to in the preceding paragraphs on its website, on xxxxxxxxxx.xxx or another website within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods).
(b) If (i) the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries or (ii) the combined operations of Parent and its Subsidiaries, excluding the operations of the Company and its Restricted Subsidiaries and excluding cash and Cash Equivalents, would, if held by a single Unrestricted Subsidiary of the Company, constitute a Significant Subsidiary of the Company, then the quarterly and annual financial information required by the preceding paragraph shall (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's ’s Discussion and Analysis of Financial Condition and Results of Operations, of (A) in the case of (i) above, the financial condition and results of operations of Parent, HoldCo, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company and (B) in the case of (ii) above, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of Parent and its other Subsidiaries; provided however, that the Unrestricted Subsidiaries requirements of this paragraph shall not apply if Parent or the Company. Notwithstanding anything Company files with the SEC the reports referred to in clauses (1) and (2) of Section 4.03(a) hereof, and any such report contains the contrary set forth above, for information required in this paragraph.
(c) For so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCIany Notes remain outstanding, if CCI has furnished Holders and filed electronically at any time they are not required to file with the Securities and Exchange Commission, SEC the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions paragraphs (a) and (b) of this Section 4.03. , the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Second Supplemental Indenture (Metropcs Communications Inc), First Supplemental Indenture (Metropcs Communications Inc)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Company will provide the Trustee and Holders and the Trustee, prospective Holders within the time periods specified in the Commission's SEC’s rules and regulationsregulations (plus any extensions granted pursuant to SEC rules) copies of:
(1) all annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) quarterly reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;
(3) from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and annual financial information that other reports which the Company would be required to be contained in a filing file with the Commission on Forms 10-Q and 10-K SEC if it were subject to Section 13 or 15(d) of the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect Exchange Act.
(b) Notwithstanding whether the Company is subject to the annual periodic reporting requirements of the Exchange Act, the Company will nevertheless continue filing the reports specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. Notwithstanding the foregoing, to the extent the Company files the information only, a report and reports referred to in clauses (1) through (4) above with the SEC and such information is publicly available on the annual consolidated financial statements of Internet, the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with its obligations to furnish such information to the provisions Holders of this Section 4.03the Notes. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC.
(c) In addition, the Company shall furnish to the Trustee and the Holders, upon their request, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally.
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Lear Corp), Third Supplemental Indenture (Lear Corp)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Company will provide the Trustee and Holders and the Trustee, prospective Holders within the time periods specified in the Commission's SEC’s rules and regulationsregulations (plus any extensions granted pursuant to SEC rules) copies of:
(1) all annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
(2) quarterly reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;
(3) from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
(4) any other information, documents and annual financial information that other reports which the Company would be required to be contained in a filing file with the Commission on Forms 10-Q and 10-K SEC if it were subject to Section 13 or 15(d) of the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect Exchange Act.
(b) Notwithstanding whether the Company is subject to the annual periodic reporting requirements of the Exchange Act, the Company will nevertheless continue filing the reports specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. Notwithstanding the foregoing, to the extent the Company files the information only, a report and reports referred to in clauses (1) through (4) above with the SEC and such information is publicly available on the annual consolidated financial statements of Internet, the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with its obligations to furnish such information to the provisions Holders of this Section 4.03the Notes. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website no later than 15 days after the end of the time periods that would apply if the Company were required to file those reports with the SEC.
(c) In addition, the Company shall furnish to the Trustee and the Holders, upon their request, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally.
(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 2 contracts
Samples: First Supplemental Indenture (Lear Corp), Fifth Supplemental Indenture (Lear Corp)
Reports. Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and within 15 days after the Trustee, within date on which it would have been required to make filings with the time periods specified in SEC (without regard to any extension that may be permitted by the Commission's rules and regulations:
SEC) (1i) all quarterly and annual financial information reports that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K (or any successor form) if the Issuers Company were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section ," and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company's certified independent public accountants; and
accountants and (2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIn addition, then the quarterly and annual financial information whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the financial statements SEC, the Company will file a copy of all such information and reports with the SEC for public availability for so long as any Notes are outstanding; provided, however, that the Company will not be obligated to file such information or in reports if the footnotes thereto, SEC does not permit or accept such filings. All such reports shall be filed with the SEC (unless the SEC will not accept such a filing) and in Management's Discussion furnished to the Holders within the time for filing such reports with the SEC pursuant to the rules and Analysis of Financial Condition and Results of Operations, regulations of the financial condition and results SEC (without regard to any rules or regulations permitting extensions of operations of time to file such reports). In addition, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth aboveagrees that, for so long as at least $20,000,000 in aggregate principal amount of Notes remain outstanding, it will furnish to the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with to beneficial holders of Notes and to prospective purchasers of Notes designated by the Holders, upon their request, the information required to be delivered pursuant to Rule 144(A)(d)(4) under the Securities and Exchange CommissionAct. Upon qualification of the Indenture under the TIA, the reports described in the preceding paragraphs Company shall also comply with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this TIA Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates314(a).
Appears in 2 contracts
Samples: Indenture (Reeves Industries Inc /De/), Indenture (Reeves Inc)
Reports. Whether or not required by the Commission(a) Company and each of its Subsidiaries have timely filed all reports, so long as registrations, statements and certifications, together with any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be amendments required to be contained in a filing made with the Commission on Forms 10-Q and 10-K if the Issuers respect thereto, that they were required to file such formssince December 31, 2007 with (i) the Federal Reserve, (ii) the FDIC, (iii) the OCC, (iv) the Office of Thrift Supervision, (v) any state banking or other state regulatory authority, including a the DFI and the Missouri Department of Economic Development, (vi) the SEC, (vii) any foreign regulatory authority and (viii) any applicable industry SRO (collectively, “Management's Discussion Regulatory Agencies”) and Analysis of Financial Condition with each other applicable Governmental Entity, and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial all other reports and statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were by them since December 31, 2007, including any report or statement required to file such reports. If be filed pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith.
(b) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Company has designated or any of its Subsidiaries pursuant to the Securities Act or the Securities Exchange Act of 1934, as Unrestricted Subsidiariesamended (the “Exchange Act”), then since December 31, 2007 (the quarterly “Company SEC Reports”) is publicly available. No such Company SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationproxy statements, either on the face dates of effectiveness and the dates of the financial relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements or made therein, in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, light of the financial condition and results circumstances in which they were made, not misleading, except that information filed as of operations a later date (but before the date of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers this Agreement) shall be deemed to be modify information as of an earlier date. As of their respective dates, all Company SEC Reports complied as to form in compliance all material respects with the provisions published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, no executive officer of Company has failed in any respect to make the certifications required of him or her under Section 4.03302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). Delivery As of such reportsthe date hereof, information and documents there are no outstanding comments from or unresolved issues raised by the SEC with respect to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder the Company SEC Reports. None of Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (as to which the Trustee is entitled to rely exclusively on Officers' Certificatesother than Form 13F).
Appears in 2 contracts
Samples: Merger Agreement (Marshall & Ilsley Corp), Merger Agreement (Bank of Montreal /Can/)
Reports. Whether The Adviser agrees to furnish to the Subadviser current prospectuses, statements of additional information, proxy statements, reports of shareholders, certified copies of their financial statements (collectively, “Trust Reports”) as soon as practicable after such Trust Reports are available to the public, and such other information with regard to their affairs and that of the Trust as the Subadviser may reasonably request. Adviser will provide Subadviser access to a list of the affiliates of Adviser or the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not required invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the CommissionPortfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Adviser has delivered or will deliver to the Subadviser current copies of the Trust’s Prospectus and Statement of Additional Information, so long as any Notes are outstanding, the Issuers shall and all applicable supplements thereto. The Subadviser agrees to furnish to Holders the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the Subadviser regarding the Subadviser’s and the TrusteeSubadviser Affiliates’ compliance with applicable law, within including: (i) Rule 206(4)-7 of the time periods specified Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the Commission's Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations:
(1) all quarterly and annual financial information that would be required , whether foreign or domestic, in each case, applicable at any time to be contained in a filing with the Commission on Forms 10-Q and 10-K if operations of the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, Subadviser with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any provision of its Subsidiaries as Unrestricted Subsidiariesservices under this Agreement. The Subadviser shall make its officers and employees (including its CCO) who are responsible for the Portfolio available, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything upon reasonable notice to the contrary set forth aboveSubadviser, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), Adviser and/or the Issuers shall be deemed CCO from time to be in compliance with time to examine and review the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only Subadviser’s and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Subadviser Affiliates’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)program and adherence thereto.
Appears in 2 contracts
Samples: Subadvisory Agreement (Sunamerica Series Trust), Subadvisory Agreement (Sunamerica Series Trust)
Reports. Whether (a) DIMAC Holdings shall file with the Trustee copies of the reports, information and other documents (or not copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that DIMAC Holdings is required by to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, within 15 days after filing such reports, information and other documents with the Commission. If DIMAC Holdings is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, so long DIMAC Holdings shall file with the Trustee all such reports, information and other documents as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that it would be required to be contained in file if it were subject to the requirements of Section 13 or 15(d) of the Exchange Act, within the period applicable to such report, information or other document pursuant to the Exchange Act. From and after the time DIMAC Holdings files a filing registration statement with the Commission on Forms 10-Q with respect to the Notes, DIMAC Holdings shall file such information with the Commission; PROVIDED, that DIMAC Holdings shall not be in default of the provisions of this Section 4.3 for any failure to file reports with the Commission solely by refusal by the Commission to accept the same for filing. DIMAC Holdings shall deliver (or cause the Trustee to deliver) copies of all reports, information and 10-K if the Issuers were documents required to file be filed with the Trustee pursuant to this Section 4.3 to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. DIMAC Holdings shall also comply with the provisions of TIA Section 314(a).
(b) If DIMAC Holdings is required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act, DIMAC Holdings shall cause any annual, quarterly, current or other financial report furnished by it generally to its stockholders to be filed with the Trustee and mailed to the Holders by DIMAC Holdings at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after such formsreports are furnished to stockholders. If DIMAC Holdings is not required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act, DIMAC Holdings shall cause the financial statements of DIMAC Holdings and its consolidated Subsidiaries, including any notes thereto (and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation), and a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect ," comparable to the that which would have been required to appear in annual information only, a report on the annual consolidated financial statements or quarterly reports filed under Section 13 or 15(d) of the Company by its independent public accountants; and
(2) all current reports that would be required Exchange Act to be so filed with the Commission on Form 8-K if Trustee and mailed to the Issuers were Holders by DIMAC Holdings promptly, but in any event, within 105 days after the end of each of the fiscal years of DIMAC Holdings and within 60 days after the end of each of the first three quarters of each such fiscal year.
(c) So long as is required for an offer or sale of the Notes to file such reports. If qualify for an exemption under Rule 144A, DIMAC Holdings shall, upon request, provide the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face clause (d)(4) thereunder to each Holder and to each beneficial owner and prospective purchaser of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis Notes identified by any Holder of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (DMW Worldwide Inc), Indenture (Dimac Holdings Inc)
Reports. (a) Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers shall furnish to the Holders and the Trusteeof Notes, within the time periods specified in the Commission's SEC’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by of its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers were required to file such reports. If .
(b) While (a) any Parent of the Company has designated any that guarantees the Notes is subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act (including pursuant to the terms of its Indebtedness), (b) the rules and regulations of the SEC permit the Company and any such Parent to report at the level of such Parent on a consolidated basis and (c) such Parent is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the Capital Stock of the Company, such consolidated reporting at such Parent level in a manner consistent with that described in this Section 4.03 for the Company shall satisfy this Section 4.03; provided that such Parent includes in its reports information about the Company that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect. For any fiscal quarter or fiscal year at the end of which Subsidiaries as of the Company are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to In addition, after consummation of the contrary set forth aboveRegistered Exchange Offer for the Initial Notes, for so long as the Issuers are direct whether or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information not required by Regulation S-X relating to the Issuers)SEC, the Issuers shall be deemed file a copy of all of the information and reports referred to be in compliance clauses (1) and (2) above with the provisions of this Section 4.03. Delivery of SEC for public availability within the time periods specified in the SEC’s rules and regulations, unless the SEC will not accept such reportsa filing, and make such information available to securities analysts and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)prospective investors upon request.
Appears in 2 contracts
Samples: Indenture (Charter Communications Inc /Mo/), Indenture (Charter Communications Inc /Mo/)
Reports. Whether (a) On or not required by before the Commission, so long as any Notes are outstanding10th of each month, the Issuers shall furnish Servicer will provide to Holders and the Trustee, within Owner or its designee a computer tape or electronically transmitted data file containing the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, data with respect to the annual Monthly Remittance Date as set forth below (or such other information onlyas may be agreed upon by the parties or as may be required by Xxxxxx Xxx guides):
(i) mortgage loan number;
(ii) scheduled balance;
(iii) actual balance;
(iv) due date;
(v) statement of remittances;
(vi) statement of prepaid accounts;
(vii) statement of curtailments;
(viii) statement of current Prepayments in Full;
(ix) upon request, statement of delinquents, and a detailed delinquency report on all Mortgage Loans more than 30 days delinquent;
(x) upon request, foreclosure status (including bankruptcy);
(xi) statement of loans added, if any;
(xii) the annual consolidated financial statements amount of the Company by its independent public accountantsaggregate remittance on such Monthly Remittance Date allocable to principal;
(xiii) the amount of the aggregate remittance on such Monthly Remittance Date allocable to interest; and
(xiv) the aggregate amount to be remitted to the Owner on such Monthly Remittance Date. The Servicer may submit the foregoing information in two (2) all current separate reports, one relating to Mortgage Loans sold by WMBFA and one relating to Mortgage Loans sold by Washington Mutual Bank and/or Washington Mutual Bank fsb.
(b) Upon reasonable advance notice in writing, the Servicer shall provide to any Owner which is a savings and loan association, a bank, an insurance company or other regulated or supervised entity reports that would be required and access to be filed information and documentation regarding the Mortgage Loans and the transactions contemplated hereby sufficient to permit the Owner to comply with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any applicable regulations of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements relevant regulatory or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs supervisory authorities with respect to CCI (including any consolidating financial information required by Regulation Sits investment in the Mortgage Loans and Owner's internal and third-X relating to party audit requirements. Such obligation of the Issuers), the Issuers Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided to the Owner pursuant to any requirements of the Internal Revenue Code as from time to time are in compliance with the provisions of this Section 4.03force. Delivery of such reportsThe Servicer shall prepare and file any and all tax returns, information and documents statements or other filings required to be delivered to any governmental taxing authority or to the Trustee is for informational purposes only Owner pursuant to any applicable law with respect to the Mortgage Loans and the Trustee's receipt of transactions contemplated hereby. In addition, the Servicer shall provide the Owner with such shall not constitute constructive notice of any information contained therein or determinable concerning the Mortgage Loans as is necessary for the Owner to prepare its federal income tax return as the Owner may reasonably request from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as time to which the Trustee is entitled to rely exclusively on Officers' Certificates)time.
Appears in 2 contracts
Samples: Servicing Agreement (Structured Asset Securities Corp Mor Pas THR Cer Se 2002-1a), Servicing Agreement (Structured Asset Securities Corp)
Reports. Whether or not required by the Commission, so (a) So long as any Notes are outstanding, the Issuers Company shall furnish to Holders provide the Trustee and the TrusteeHolders of the Notes, within the time periods specified in the Commission's ’s rules and regulations:
(1) , all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including including:
(i) a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section ;”
(ii) a presentation of Consolidated Cash Flow for each period presented; and,
(iii) with respect to the annual information only, a report on the annual consolidated financial statements by the Company’s certified independent accountant; provided, however, that (A) such reports shall not be required to contain separate financial statements for any Guarantors other than condensed consolidating footnote disclosure containing information with respect to Guarantors and Subsidiaries that are not Guaranteeing the Notes, in each case on an aggregate basis and (B) such reports shall not be required to comply with the rules, regulations and policies of the Company by its independent public accountants; andCommission with respect to any non-GAAP financial measures contained therein.
(2b) In addition, if the Distribution has not been consummated on or prior to January 1, 2005 and at all times thereafter until the Distribution has been consummated, the Company shall:
(i) provide the Trustee and the Holders, within 10 Business Days, all current reports that would be required to be filed with the Commission on Form 8-K (other than (x) with respect to any entry into or termination of any agreement for the acquisition of film rights, (y) with respect to any entry into or termination of any affiliation agreement that would not have a material impact on the Company and its Restricted Subsidiaries and (z) Item 5.02 thereof) if the Issuers Company were required to file such reports. ;
(ii) hold a quarterly conference call for the Holders to discuss the information contained in the annual and quarterly reports required under this Section 4.03 not later than 5 Business Days from the time the Company distributes such information to the Holders;
(iii) no fewer than 3 Business Days prior to the date of the conference call required to be held in accordance with clause (ii) above, issue a press release to the appropriate wire services announcing the time and date of such conference call and directing the Holders, prospective investors and securities analysts to contact the investor relations office of the Company to obtain such information or to access such conference call; and
(iv) either (A) maintain a non-public website to which Holders, prospective investors and securities analysts are given access and to which such information and conference call access details are posted or (B) distribute via electronic mail such information and conference call details to Holders, prospective investors and securities analysts who request to receive such distributions.
(c) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries under this Indenture and such Subsidiaries together would constitute a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to the contrary set forth above, for .
(d) For so long as any Notes remain outstanding, the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Company and the Guarantors shall furnish to the Holders and filed electronically with to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 2 contracts
Samples: Indenture (Cablevision Systems Corp /Ny), Indenture (Cablevision Systems Corp /Ny)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers Issuer shall furnish to Holders and electronically file with the Trustee, within Commission by the time periods respective dates specified in the Commission's ’s rules and regulationsregulations (the “Required Filing Date”), unless, in any such case, such filings are not then permitted by the Commission:
(1a) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers Issuer were required to file such formsForms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Issuer’s certified independent public accountants; and
(2b) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Issuer were required to file such reports. ; If such filings with the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, Commission are not then the quarterly and annual financial information required permitted by the preceding paragraph shall include a reasonably detailed presentationCommission, either or such filings are not generally available on the face Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the financial statements or Notes, as their names and addresses appear in the footnotes theretoNote register, without cost to such Holders of the Notes, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, file with the Trustee copies of the financial condition and results of operations of information or reports that the Company and its Restricted Subsidiaries separate from Issuer would be required to file with the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything Commission pursuant to the contrary set forth above, for so first paragraph of this Section 4.4 if such filing were then permitted. So long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically Parent Guarantor complies with the Securities requirements of Rules 3-10 and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by 13-01 of Regulation S-X relating to promulgated by the IssuersCommission (or any successor provision), the Issuers reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.4 may, at the option of the Issuer, be filed by and be those of the Parent Guarantor rather than the Issuer. The availability of the foregoing reports on the Commission’s EXXXX service (or successor thereto) shall be deemed to be in compliance with satisfy the provisions of this Section 4.03Issuer’s delivery obligations to the Trustee and Holders. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information or documents on the SEC’s website (including via the EXXXX filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, to collect any such information from the SEC’s website (including via the EXXXX filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of the Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.
Appears in 2 contracts
Samples: Supplemental Indenture (Celanese Corp), Twelfth Supplemental Indenture (Celanese Corp)
Reports. Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers Company shall furnish to the Holders of Notes and the Trustee, within the time periods specified in the CommissionSEC's rules and regulations:
: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company's certified independent public accountants; and
and (2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company shall file a copy of all the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they 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. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 2 contracts
Samples: Indenture (Southridge Plaza Holdings Inc), Indenture (Southwest General Hospital Lp)
Reports. Whether or not required by the Commission(a) The Company has filed all reports, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's Discussion statements and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be other documents required to be filed with the Commission on Form 8-K if SEC pursuant to the Issuers were required to file such reports. If the Company has designated Exchange Act from and including June 30, 1993 (collectively, including any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or schedules included or incorporated by reference therein, the "COMPANY SEC DOCUMENTS"). Each of the Company SEC Documents, as of its filing date and at each time thereafter when the information included therein was required to be updated pursuant to the rules and regulations of the SEC, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. None of the Company SEC Documents, as of their respective filing dates or any date thereafter when the information included therein was required to be updated pursuant to the rules and regulations of the SEC, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the footnotes theretoCompany SEC Documents filed prior to or after the date of this Agreement (but prior to the date on which the Offer is consummated, and excluding the Company SEC Documents described in Management's Discussion and Analysis of Financial Condition and Results of Operations, of Section 4.8 hereof) fairly presents or will fairly present in all material respects the consolidated financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from as of the financial condition respective dates thereof, and the other related statements (including the related notes) included therein fairly present or will fairly present in all material respects the consolidated results of operations and the cash flows of the Unrestricted Company and its Subsidiaries for the respective periods or as of the Companyrespective dates set forth therein. Notwithstanding anything Each of the financial statements (including the related notes) included in the Company SEC Documents filed prior to or after the date of this Agreement (but prior to the contrary set forth abovedate on which the Offer is consummated, for so long and excluding the Company SEC Documents described in Section 4.8 hereof) has been prepared or will be prepared in all material respects in accordance with generally accepted accounting principles consistently applied during the periods involved, except (i) as otherwise noted therein, (ii) to the Issuers are direct extent required by changes in generally accepted accounting principles or indirect wholly(iii) in the case of unaudited financial statements, normal year-owned Subsidiaries end audit adjustments.
(b) The Company has heretofore made available or promptly will make available to Purchaser a complete and correct copy of CCIany amendments or modifications, if CCI has furnished Holders and which have not yet been filed electronically with the Securities and Exchange CommissionSEC, to agreements, documents or other instruments which previously had been filed by the reports described in Company with the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating SEC pursuant to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Forum Group Inc), Merger Agreement (Marriott International Inc)
Reports. Whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuers Company shall furnish to the Holders and the Trusteeof Notes, within five days of filing such reports with the time periods specified in the Commission's rules and regulationsSEC:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company's certified independent public accountants; and
(2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything In addition, following consummation of the Exchange Offer, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the contrary set forth aboveSEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Moreover, the Company agrees, and any Guarantor shall agree, that, for so long as any Notes remain outstanding, it shall furnish to the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with 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. Reports and Exchange Commission, other filings made by DASI that include all of the reports described information referred to in the preceding paragraphs clauses (i) and (ii) above with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers DASI and its consolidated subsidiaries shall be deemed to be in compliance with satisfy the provisions obligations of this Section 4.03. Delivery the Company and/or the Guarantors set forth above as long as such reports and filings include the information required by the staff of such reports, information and documents to the Trustee is for informational purposes only and SEC under its interpretations of SAB 53; provided that DASI does not have any business operations other than those conducted through the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Company.
Appears in 2 contracts
Samples: Indenture (Mark I Molded Plastics of Tennessee Inc), Indenture (Mark I Molded Plastics of Tennessee Inc)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders the Trustee and the Trustee, within the time periods specified in the Commission's rules and regulations:
Holders of Notes (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-10- K if the Issuers were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to " that describes the annual information only, a report on the annual consolidated financial statements condition and results of operations of the Company by its independent public accountants; and
Issuers and their consolidated Subsidiaries (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Issuers and its their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything Issuers) and, with respect to the contrary set forth aboveannual information only, for a report thereon by the Issuers' certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. For so long as the Issuers are direct or indirect wholly-owned Subsidiaries Parent is a Guarantor of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers)Notes, the Issuers shall be deemed satisfy their obligations in this covenant with respect to financial information relating to the Issuers by furnishing financial information relating to the Parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent, on the one hand, and the information relating to the Issuers and their Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Issuers shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
(b) For so long as any Notes remain outstanding, the Issuers and the Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities Act.
Appears in 2 contracts
Samples: Indenture (Alliance Laundry Holdings LLC), Indenture (Alliance Laundry Holdings LLC)
Reports. Whether or not (a) Regardless of whether required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders and Company will file with the Trustee, SEC (unless the SEC will not accept such a filing) within the time periods specified in the Commission's SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. .
(b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the XXXXX filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 its Unrestricted Subsidiaries Subsidiaries.
(f) Any and all Defaults or Events of the Company. Notwithstanding anything Default arising from a failure to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described furnish in the preceding paragraphs with respect to CCI (including a timely manner any consolidating financial information required by Regulation S-X relating to this Section 4.03 shall be deemed cured (and the Issuers), the Issuers Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article VI hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Owners of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.034.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.
(h) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(i) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 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 an Officers’ Certificate). It is understood that the Trustee shall have no obligation to determine whether or not the reports and information described above have been filed with the SEC or are available on the Company’s website and are available to Holders through internet access. The delivery of such reports and information to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (NGL Energy Partners LP)
Reports. Whether or not required by the Commission, so (a) So long as any the Notes are outstanding, whether or not the Issuers are then subject to Section 13(a) or 15(d) of the Exchange Act, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in electronically file with the Commission's rules , the annual reports, quarterly reports and regulations:
(1) all quarterly and annual financial information other periodic reports that the Issuers would be required to be contained in a filing file with the Commission on Forms 10-Q and 10-K pursuant to Section 13(a) or 15(d) if -55- the Issuers were required to file so subject, and such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to documents shall be filed with the Commission on Form 8-K or prior to the respective dates (the "Required Filing Dates") by which the Issuers would be required so to file such documents if the Issuers were so subject, unless, in any case, if such filings are not then permitted by the Commission.
(b) If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, the Issuers shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the Notes, as their names and addresses appear in the Security Register, without cost to such Holders, and file with the Trustee copies of the annual reports, quarterly reports and other periodic reports that the Issuers would be required to file such reports. If with the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face Commission pursuant to Section 13(a) or 15(d) of the financial statements Exchange Act if the Issuers were subject to such Section 13(a) or in the footnotes thereto15(d), and in Management's Discussion and Analysis promptly upon written request, supply copies of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything such documents to the contrary set forth above, for so long as the Issuers are direct any prospective holder or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to beneficial owner at the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03' cost. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Officer's Certificates).
(c) So long as any Notes remain outstanding and constitute "restricted securities" under Rule 144, the Issuers 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.
Appears in 1 contract
Samples: Indenture (Gamestop Corp)
Reports. Whether or not required by the Commission, so So long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and of the TrusteeNotes or the Trustee or post to the website referred to below, within the time periods specified in the Commission's SEC’s rules and regulationsregulations after giving effect to any extension under Rule 12b-25 under the Exchange Act or otherwise:
(1) all quarterly and annual financial information with respect to the Parent and its Subsidiaries that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Parent were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Parent’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Parent were required to file such reports; The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above may be those of (i) the Company or (ii) any direct or indirect parent of the Parent; provided that in the case of clause (ii), if and so long as such parent has Independent Assets or Operations, the same is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences between the information relating to such, on the one hand, and the information relating to the Parent and its Restricted Subsidiaries on a stand-alone basis, on the other hand. If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Parent, then the annual and quarterly and annual financial information required by the preceding paragraph clauses (1) and (2) of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the such Unrestricted Subsidiaries Subsidiaries. Any and all Defaults or Events of the Company. Notwithstanding anything Default arising from a failure to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described furnish in the preceding paragraphs with respect to CCI (including a timely manner any consolidating financial information required by Regulation S-X relating to this covenant shall be deemed cured (and the Issuers), the Issuers Company shall be deemed to be in compliance with this covenant) upon furnishing such information as contemplated by this covenant (but without regard to the provisions date on which such information or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under Article VI if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. To the extent the Company is not required to file any of the reports required by this covenant with the SEC, the Company, (a) as promptly as reasonably practicable after furnishing to the Holders of the Notes or to the Trustee or posting to the website referred to above the reports and financial statements required by clause (1) of this Section 4.033.10, hold a conference call to discuss such reports and the results of operations for the relevant reporting period; provided that the Company may satisfy the requirements of this clause by holding the required conference call as part of any earnings call of the Company or any direct or indirect parent of the Company and (b) shall issue a press release to an internationally recognized wire service 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 Note Holders, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Company to obtain such information. So long as any Notes are outstanding, the Company will also maintain a website to which Note Holders, prospective investors, broker-dealers and securities analysts are given access (which may be password protected) and to which all of the reports required by this Section 3.10 covenant are posted, unless they are otherwise publicly filed with the SEC. In addition, the Company shall furnish to Note Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee's ’s receipt of such the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein therein, or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder thereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificates’ Certificate). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other person’s compliance with any of the covenants under this Indenture, to determine whether the Company posts reports, information or documents on the SEC’s website or otherwise, to collect any such information from the SEC’s website, the Company’s website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of this Indenture, to ascertain the correctness or otherwise of the information or statements contained therein or to participate in any conference calls.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
Reports. Whether or not (a) Regardless of whether required by the CommissionSEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders and Company will file with the Trustee, SEC for public availability (unless the SEC will not accept such a filing) within the time periods specified in the Commission's SEC’s rules and regulationsregulations and, unless already publicly available through the SEC’s XXXXX filing system, the Company (x) will furnish (without exhibits) to the Trustee for delivery to the Holders of the Notes and (y) post on its website or otherwise make available to prospective purchasers of the Notes:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's Discussion ’s discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Company’s independent registered public accountantsaccounting firm; and
(2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesreports (provided that, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically Company is not required to file with the Securities and Exchange CommissionSEC the reports referred to in this paragraph, the time period for filing reports described in on Form 8-K shall be 10 Business Days after the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating event giving rise to the Issuersobligation to file such report), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its their respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
(b) If, as of the end of any such quarterly or annual period, the Company has Subsidiaries that are not Subsidiary Guarantors, then the Company shall include in such reports, in accordance with Rule 3-10 of Regulation S-X, either on the face of the financial statements or in the footnotes thereto, the financial information of the Company and its Subsidiary Guarantors separate from the financial information of the non-Guarantor Subsidiaries of the Company.
(c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required by the foregoing provisions of Section 4.18, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (PVR Partners, L. P.)
Reports. (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Trustee and to any of the Holders and the TrusteeBeneficial Owners of Notes who so request (by hard copy or internet access), within five Business Days of the time periods specified in date such filing would otherwise be required to be made with the Commission's rules and regulations:
(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 10-Q and 10-K if the Issuers Company were required to file such formsForms, including a “Management's Discussion prepared in all material respects in accordance with the rules and Analysis of Financial Condition and Results of Operations” section regulations applicable to such Forms and, with respect to the annual information only, a report on thereon that would be required to be contained in a Form 10-K by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers Company were required to file such reports. .
(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, would not be a Significant Subsidiary), then the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a)(i)shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and to the financial statements or 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 Subsidiaries.
(c) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the Company. Notwithstanding anything foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
(d) The Company will be deemed to have furnished to the contrary set forth aboveTrustee and Holders and Beneficial Owners of Notes the reports and information referred to above in this Section 4.03 if the Company has posted such reports or information on the Company Website or filed them with the Commission. For purposes of this Section 4.03, for the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address xxxx://xxx.xxxxxxxxxxxxx.xxx or such other address as the Company may from time to time designate in writing to the Trustee, so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCITrustee, if CCI has furnished Holders and filed electronically Beneficial Owners of Notes, securities analysts and prospective investors are provided with the Securities access to such reports and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03information. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee's ’s receipt of such thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its the covenants hereunder in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers' Certificatescertificates).
Appears in 1 contract
Samples: Indenture (Enviva Partners, LP)
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. In addition, after the consummation of an Exchange Offer, whether or not required by the Commission, the Issuers shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations, unless the Commission will not accept such a filing, and make such information available to securities analysts and prospective investors upon request. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to o the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 1 contract
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes Term Loan Obligations are outstanding, the Issuers shall Borrower will furnish to Holders and the TrusteeAdministrative Agent (for delivery to each Lender), within the time periods specified in the CommissionSEC's rules and regulations:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Borrower were required to file such forms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " and, with respect to the annual information only, a report on the annual consolidated financial statements of by the Company by its Borrower certified independent public accountants; and
(2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Borrower were required to file such reports. .
(b) The Borrower will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Borrower were required to file those reports with the SEC.
(c) If the Company Borrower has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries and the aggregate total assets of such Unrestricted Subsidiaries exceeds $1.0 million, then the quarterly and annual financial information required by the preceding paragraph shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Borrower.
(d) Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCIforegoing, if CCI has furnished Holders Holdings is a Guarantor, holds no material assets other than cash, Cash Equivalents and filed electronically the Capital Stock of the Borrower (and performs the related incidental activities associated with such ownership) and complies with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by requirements of Rule 3-10 of Regulation S-X relating to promulgated by the IssuersSEC (or any successor provision), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and other documents required pursuant to this Section 6.1 may, at the Trustee is for informational purposes only and option of the Trustee's receipt Borrower, be those of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdings rather than the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Borrower.
Appears in 1 contract
Samples: Term Loan Agreement (Haights Cross Communications Inc)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to Holders the Trustee and the Trustee, within Holders of the time periods specified in the Commission's rules and regulations:
Notes (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-10- K if the Issuers were Company was required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company's certified independent public accountants; and
, and (2ii) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers were Company was required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. If In addition, following the Company has designated any consummation of its Subsidiaries as Unrestricted Subsidiariesthe Exchange Offer contemplated by the Registration Agreement, then the quarterly and annual financial information whether or not required by the preceding paragraph shall include a reasonably detailed presentation, either on the face rules and regulations of the financial statements or SEC, the Company will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the footnotes thereto, SEC's rules and in Management's Discussion regulations (unless the SEC will not accept such a filing) and Analysis of Financial Condition make such information available to securities analysts and Results of Operations, of the financial condition and results of operations of the prospective investors upon request. The Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be have satisfied such requirements if GCL files and provides reports, documents and information of the types otherwise so required by the SEC, in compliance with each case within the provisions of this Section 4.03. Delivery of applicable time periods, and the Company is not required by the SEC to file such reports, documents and information separately under the applicable rules and documents regulations of the SEC (after giving effect to any exemptive relief) because of the filings by GCL. The Company shall at all times comply with TIA (S) 314(a).
(b) For so long as any Series A Notes remain outstanding (and regardless of the penultimate sentence of paragraph (a) above), the Company shall furnish to the Trustee is for informational purposes only Holders and to securities analysts and prospective investors, upon their request, the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including required to be delivered pursuant to Rule 144A(d)(4) under the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Securities Act.
Appears in 1 contract
Reports. Whether or not required by the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's ’s rules and regulations:
(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect whollymajority-owned Subsidiaries of CCIany Parent (or other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares), if CCI such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting power rather than the number of shares) has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI such Parent (or such other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' ’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Cco Holdings Capital Corp)
Reports. Whether or not required by the Commission, so long (a) Except as any Notes are outstandingset forth on Exhibit 5.5 attached hereto, the Issuers shall furnish to Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be filings required to be made by Virginia Gas since January 1, 1997, under Nasdaq rules, the Securities Act, the Exchange Act, the Natural Gas Act and applicable Laws and regulations have been filed with Nasdaq and each applicable Governmental Authority, including the SEC, FERC and the VSCC, and Virginia Gas has complied in all material respects with all requirements of such acts, laws and rules and regulations thereunder, except to the extent any such failure to comply would not have a Material Adverse Effect on the Virginia Gas Companies.
(b) The Virginia Gas SEC Reports complied, as of their respective dates of filing (and any Virginia Gas SEC Reports filed after the date hereof will comply), in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC. As of their respective dates, none of such forms, reports or documents, including, without limitation, any financial statements or schedules included therein, contained (and none of the Virginia Gas SEC Reports filed after the date hereof will contain) any untrue statement of a material fact or omitted (or will omit) to state a material fact required to be stated therein or necessary in a filing order to make the statements therein not misleading in light of the circumstances under which they were made. Each of the balance sheets (including the related notes and schedules) included in the Virginia Gas SEC Reports fairly presented the consolidated financial position of the Virginia Gas Companies as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein fairly presented the results of operations and cash flows of the Virginia Gas Companies for the respective fiscal periods or as of the respective dates set forth therein. Each of the financial statements (including the related notes and schedules) included in the Virginia Gas SEC Reports (a) complied as to form with the Commission on Forms 10applicable accounting requirements and rules and regulations of the SEC, and (b) was prepared in accordance with GAAP consistently applied during the periods presented, except as otherwise noted therein and subject to normal year-Q end and 10-K if audit adjustments in the Issuers were case of any unaudited interim financial statements. Except for Virginia Gas, none of the Virginia Gas Companies is required to file such any forms, including a “Management's Discussion reports or other documents with the SEC, Nasdaq, the NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Except as set forth on Exhibit 5.5 attached hereto, since December 31, 1998, Virginia Gas has timely filed all reports, registration statements and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be other filings required to be filed by it with the Commission on Form 8-K if SEC under the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Nui Corp /Nj/)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and the Trustee, within the time periods specified in the Commission's rules and regulations:
(1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
, and (2ii) all current reports information that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If , in each case, within the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or time periods specified in the footnotes thereto, SEC’s rules 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 of the Companyregulations. Notwithstanding anything to the contrary set forth above, for For so long as the Issuers Notes are direct outstanding, whether or indirect wholly-owned Subsidiaries not required by the rules and regulations of CCIthe SEC, if CCI has furnished Holders the Company shall file a copy of all such information and filed electronically reports with the Securities and Exchange Commission, SEC for public availability within the reports described time periods specified in the preceding paragraphs SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors.
(b) The Company shall at all times comply with respect to CCI TIA § 314(a).
(including any consolidating financial information required by Regulation S-X relating c) Should the Company deliver to the IssuersTrustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery delivery of such information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates). Each report or document required to be furnished or delivered pursuant to the Indenture shall be deemed to have been so furnished or delivered on the date on which the Company posts such document on its website at xxx.xxxxxx.xxx, or when such document is posted on the SEC’s website at xxx.xxx.xxx; provided that the Company shall either (i) deliver paper copies of all such documents or (ii) provide copies of all such documents by electronic delivery to the Trustee or any Holder that requests the Company to deliver copies of all such documents until a request to cease delivering copies of all such documents is given by the Trustee or such Holder.
Appears in 1 contract
Reports. Whether or not required by the Commission, so So long as any Notes are outstanding, the Issuers shall Company will furnish to the Holders and or cause the Trustee, within Trustee to furnish to the time periods specified in the Commission's rules and regulationsHolders:
(1) within 90 days after the end of each fiscal year of the Company, all quarterly and annual financial information statements of the Company for such fiscal year that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-Form 10 K if the Issuers Company were required to file such formsForm, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to that describes the annual information only, financial condition and results of operations of the Company and its consolidated Subsidiaries and a report on the annual consolidated financial statements by the Company’s certified independent accountants;
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, all quarterly financial statements that would be required to be contained in a filing with the SEC on Form 10 Q if the Company were required to file such Form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company by and its independent public accountantsconsolidated Subsidiaries; and
(23) within the time periods required for filing such current reports and form as specified in the SEC’s rule and regulations, all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports. If Documents filed by the Company has designated with the SEC via the XXXXX system will be deemed to be furnished to the registered holders at the time such documents are filed. To the extent any of its Subsidiaries such information is not so filed or furnished, as Unrestricted Subsidiariesapplicable, then within the quarterly time periods specified above and annual financial such information required by the preceding paragraph shall include a reasonably detailed presentationis subsequently filed or furnished, either on the face of the financial statements or in the footnotes theretoas applicable, 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 will be deemed to have satisfied its obligations with respect thereto at such time and its Restricted Subsidiaries separate from any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not be permissible following an acceleration in accordance with Section 7.02 hereof and such acceleration shall not have been rescinded or cancelled prior to such cure. In addition, the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth aboveCompany agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with holders of Notes, beneficial owners of the Issuers are direct or indirect wholly-owned Subsidiaries Notes and securities analysts to discuss such financial information no later than ten business days after distribution of CCI, if CCI has furnished Holders and filed electronically such financial information (it being understood that such quarterly conference calls may be the same conference calls as with the Securities Company’s equity investors and Exchange Commissionanalysts). Furthermore, the Company agrees that, at any time it is not subject to Section 13 or Section 15(d) of the Exchange Act, for so long as any Notes remain outstanding, it will furnish to the holders of Notes, any beneficial owner of the Notes, securities analysts and prospective investors, upon their request, the information and reports described in the preceding paragraphs with respect to CCI (including above and any consolidating financial other information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with delivered pursuant to Rule 144A(d)(4) under the provisions Securities Act. The Trustee shall have no liability or responsibility for the filing, timeliness or content of this Section 4.03. Delivery of such reports, information any report delivered hereunder and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of have no duty to participate in or monitor any information contained therein investor calls or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates)similar events.
Appears in 1 contract
Reports. Whether or not required by the Commission, so So long as any Notes Securities are outstandingoutstanding (unless defeased in a legal defeasance), the Issuers Level 3 Parent shall have its annual financial statements audited, and its interim financial statements reviewed, by a nationally recognized firm of independent accountants and shall furnish to Holders the Trustee and the TrusteeHolders of Securities, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information statements in the form incorporated by reference in the Offering Memorandum prepared in accordance with generally accepted accounting principles that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuers were Level 3 Parent was required to file those Forms (but in no event any other items required in such formsForms), including together with a corresponding “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of by Level 3 Parent’s certified independent accountant. Notwithstanding the Company by its independent public accountants; and
(2) all current foregoing, such reports that would shall not be required to be filed (a) comply with any segment reporting requirements (whether pursuant to generally accepted accounting principles or Regulation S-X) in greater detail than is provided or incorporated by reference in the Offering Memorandum, (b) present beneficial ownership information; provided, however, that Level 3 Parent shall provide guarantor summary financial data substantially consistent with the data disclosed or incorporated by reference in the Offering Memorandum or (c) provide separate financial statements or other information contemplated by Rule 13-01 or Rule 13-02 of Regulation S-X. Any reports shall be provided within the time frames required by the Commission on Form 8-K if the Issuers were for companies required to file such reportsreports on a non-accelerated basis. If To the Company has designated extent that Level 3 Parent does not file such information with the Commission, Level 3 Parent shall distribute such information and such reports (as well as the details regarding the conference call described below) electronically to the Trustee and either electronically or by posting such information on a password-protected website (which may be non-public, require a confidentiality acknowledgment and be maintained by Level 3 Parent or its designee) for the benefit of (a) any Holder of the Securities who provides its email address to Xxxxx 0 Xxxxxx, (x) to any beneficial owner of the Securities, who provides its email address to Level 3 Parent or its designee and certifies that it is a beneficial owner of Securities, (c) to any prospective investor who provides its email address to Level 3 Parent or its designee and certifies that it is a QIB, or (d) any securities analyst providing an analysis of investment in the Securities who provides its email address to Level 3 Parent or its designee and other information reasonably requested by Level 3 Parent and represents to the reasonable satisfaction of Level 3 Parent that (1) it is a bona fide securities analyst providing an analysis of investment in the Securities, (2) it will not use the information in violation of applicable securities laws or regulations, (3) it will keep such provided information confidential and will not communicate the information to any Person, (4) it will not use such information in any manner intended to compete with the business of Level 3 Parent or the Lumen Credit Group and (5) neither it nor its Affiliates is a Person that is principally engaged in a similar business or derives a significant portion of its Subsidiaries as Unrestricted Subsidiariesrevenues from operating or owning a similar business to that of Level 3 Parent or the Lumen Credit Group; provided that Level 3 Parent may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 905 to the extent that Xxxxx 0 Xxxxxx xxxxxxxxxx in good faith that the provision of such information to such Person would be competitively harmful to Level 3 Parent or the Lumen Credit Group. Unless Level 3 Parent or Lumen is subject to the reporting requirements of the Exchange Act, then Level 3 Parent shall also hold a quarterly conference call for the quarterly and annual Holders of the Securities to review such financial information required by (which access may be limited in the preceding paragraph shall include a reasonably detailed presentation, either on manner described in this paragraph). The conference call will not be later than ten Business Days from the face of time that Level 3 Parent distributes the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary information as set forth above, for . For so long as any of the Issuers are Securities remain outstanding, Level 3 Parent shall furnish to the Holders of the Securities and to any prospective investor that certifies that it is a QIB, upon written request, the information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act. In the event that any direct or indirect whollyparent of Level 3 Parent becomes a Guarantor or co-owned Subsidiaries obligor of CCIthe Securities, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs Level 3 Parent may satisfy its obligations under this Section 905 with respect to CCI (including any consolidating financial information required by Regulation S-X relating to Level 3 Parent by furnishing financial information relating to such parent. Notwithstanding the Issuers)foregoing, the Issuers Level 3 Parent shall be deemed to be in compliance have furnished such financial statements and reports referred to above to the Trustee and the Holders if Level 3 Parent or any direct or indirect parent of Level 3 Parent has filed such reports with the provisions of this Section 4.03Commission via the XXXXX filing system (or any successor thereto) and such reports are publicly available. 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 actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' ’ Certificates).
Appears in 1 contract
Samples: Indenture (Level 3 Parent, LLC)
Reports. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers Company shall furnish to Holders the Trustee and the Trustee, within the time periods specified in the Commission's rules and regulations:
Holders of Notes (1i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K (or 10-QSB or 10-KSB, as applicable) if the Issuers Company were required to file such formsForms, including a “"Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to " that describes the annual information only, a report on the annual consolidated financial statements condition and results of operations of the Company by and its independent public accountants; and
consolidated Subsidiaries (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything ) and, with respect to the contrary set forth aboveannual information only, a report thereon by the Company' certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
(b) For so long as any Notes remain outstanding, the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Company and the Subsidiary Guarantors shall furnish to the Holders and filed electronically with to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI Act.
(including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 1 contract
Reports. Whether or not required by the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company will file with the Commission, so long as any Notes are outstanding, the Issuers shall furnish to Holders annual reports, quarterly reports and other periodic reports which the Trustee, within the time periods specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that Company would be have been required to be contained in a filing file with the Commission on Forms 10-Q and 10-K pursuant to such Section 13(a) or 15(d) if the Issuers Company were required to file so subject, and such forms, including a “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by its independent public accountants; and
(2) all current reports that would be required to documents shall be filed with the Commission on Form 8-K if or prior to the Issuers were respective dates by which the Company would have been required so to file such reportsdocuments if the Company were so subject. If the Company has designated or any of its Subsidiaries as Unrestricted SubsidiariesParent Entity does not file reports containing such information with the Commission, then the quarterly Company will make available such information and annual financial such reports to any Holder of the Notes and to any beneficial owner of the Notes, in each case by posting such information at the times the Company would be required by to provide such information pursuant to the preceding paragraph on a password-protected website or online data system which will require a confidentiality acknowledgment, and will make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential; provided that the Company shall include post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; and provided, further, that such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall agree (A) to treat all such reports (and information contained therein) as confidential, (B) not to use such reports (and the information contained therein) for any purpose other than their investment or potential investment in the Notes and (C) not to publicly disclose any such reports (and the information contained therein). In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to a reasonably detailed presentationParent Entity; provided that, either the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Entity, on the face of the financial statements or in the footnotes theretoone hand, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition and results other hand. For the avoidance of operations doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. Notwithstanding the foregoing, if the Company or any Parent Entity of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI Company has furnished the Holders and of Notes or filed electronically with the Securities and Exchange Commission, Commission the reports described in the preceding paragraphs this Section 4.02 with respect to CCI (including the Company or any consolidating financial information required by Regulation S-X relating to the Issuers)Parent Entity, the Issuers Company shall be deemed to be in compliance with the provisions of this Section 4.034.02. Delivery It is understood that the Trustee shall have no obligation whatsoever to determine whether or not such financial statements, auditors’ reports and other information, documents or reports have been posted on the Company’s website, on any online data system or filed with the Commission. The posting or delivery of any such financial statements, auditors’ reports and other reports, information and documents to the Trustee is for informational purposes only and the Trustee's ’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s or any other Person’s compliance with any of its the covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an Officers' Certificates’ Certificate).
Appears in 1 contract
Samples: Indenture (Plantronics Inc /Ca/)
Reports. Whether or not (a) Regardless of whether required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Issuers shall furnish to Holders and Company will file with the Trustee, SEC (unless the SEC will not accept such a filing) within the time periods specified in the Commission's SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of the Notes:
(1) all quarterly and annual financial information reports that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuers Company were required to file such forms, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated financial statements of the Company by its Company’s certified independent public accountants; and
(2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuers Company were required to file such reports.
(b) The Company will be deemed to have furnished such reports and information described in Section 4.03(a) to the Holders (and the Trustee shall be deemed to have delivered such reports and information to the Holders of the Notes) if the Company has filed such reports or information, respectively, with the SEC using the XXXXX filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.
(c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non‑GAAP financial measures contained therein.
(d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.
(e) Notwithstanding the foregoing, if a direct or indirect parent of the Company files reports with the SEC in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, then the Company shall be deemed to comply in full with this reporting covenant; provided that the financial statements of such direct or indirect parent of the Company are accompanied by the additional financial information required by the immediately following paragraph. If If:
(1) the Company elects to satisfy its obligations under this covenant with respect to financial information relating to the Company by furnishing financial information relating to a direct or indirect parent of the Company, and such financial information reflects the assets or operations of Subsidiaries of such direct or indirect parent of the Company that are not also Restricted Subsidiaries of the Company, or
(2) the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries and the assets or operations of such Unrestricted Subsidiaries taken as a whole are material to the assets or operations of Company and all of its Subsidiaries taken as a whole, then the quarterly and annual financial information required by the preceding paragraph shall Section 4.03(a) through (d) above will include a reasonably detailed an additional summary presentation, either on the face of the financial statements or statements, in the footnotes thereto, and or 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 any direct or indirect parent of the Company and/or the Unrestricted Subsidiaries of the Company, as applicable. Notwithstanding anything The requirement to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating provide additional summary financial information required by Regulation S-X relating this paragraph will be deemed satisfied if and when such information is posted on the website of the Company or any direct or indirect parent of the Company.
(f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Issuers), the Issuers Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.
(g) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by this Section 4.03. , the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
(h) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only only, and the Trustee's ’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificates’ Certificate).
Appears in 1 contract
Samples: Indenture (CSI Compressco LP)
Reports. (a) Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Issuers shall Company will furnish to Holders and of Notes or cause the Trustee, within Trustee to furnish to the time periods specified in Holders of Notes or file with the Commission's rules and regulationsCommission for public availability:
(1i) all quarterly and annual financial information that would be required to be contained in a filing filed with the Commission on Forms 10-Q and 10-K if the Issuers Company were required to file such formsreports, including a “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on thereon by the annual consolidated Company’s independent auditors, which financial statements information shall be filed within (or prior to effectiveness of an exchange offer registration statement within 15 days after) the Company by its independent public accountantstime period for such reports specified in the Commission’s rules and regulations; and
(2ii) all current reports after effectiveness of an exchange offer registration statement, within the time periods specified in the Commission’s rules and regulations, the information that would be required to be filed with the Commission in current reports on Form 8-K if the Issuers Company were required to file such reports; provided, however, that, in the case of clause (i) or (ii), if the last day of any such time period is not a Business Day, such information will be due on the next succeeding Business Day. All such information will be prepared in all material respects in accordance with all of the rules and regulations of the Commission applicable to such information.
(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the meaning of Rule 3-10 of Regulation S-X, substituting 5% for 3% where applicable), then the quarterly and annual financial information required by the preceding paragraph shall clause (a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or 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 the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries Subsidiaries.
(c) This Section 4.03 will not impose any duty on the Company under the Xxxxxxxx-Xxxxx Act of 2002 and the Company. Notwithstanding anything to the contrary set forth above, for related Commission rules that would not otherwise be applicable.
(d) For so long as any of the Issuers are direct Notes remain outstanding and constitute “restricted securities” under Rule 144 and the Company is not subject to Section 13 or indirect wholly-owned Subsidiaries 15(d) of CCIthe Exchange Act, if CCI has furnished the Company will furnish to the Holders of the Notes and filed electronically with to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI Act.
(including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall e) The Company will be deemed to be have furnished to the Holders and to prospective investors the information referred to in compliance with the provisions subclauses (i) and (ii) of paragraph (a) of this Section 4.034.03 or the information referred to in paragraph (b) of this Section 4.03 if the Company has posted such reports or information on the Company Website with access to current and prospective investors. Delivery For purposes of this Supplemental Indenture, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address xxxx://xxx.xxxxxxxxxxx.xxx or such reports, information and documents other address as the Company may from time to time designate in writing to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers' compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
Appears in 1 contract